SCHEDULE 14A

                            SCHEDULE 14A INFORMATION

                   PROXY STATEMENT PURSUANT TO SECTION 14(a)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:


                                              
[X]  Preliminary Proxy Statement
[ ]  Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ]  Definitive Proxy Statement
[ ]  Definitive Additional Materials
[ ]  Soliciting Material Pursuant to sec. 240.14a-12


                              ECHO BAY MINES LTD.
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in its Charter)

--------------------------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ ]  No fee required


[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11


     (1)  Title of each class of securities to which transaction applies:

          Common Shares.
          ----------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

          251,753,685.
          ----------------------------------------------------------------------

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

          US$2.185 per Common Share based on the average of the high and low
          prices of Kinross Gold Corporation Common Shares on the American Stock
          Exchange on July 9, 2002.
          ----------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transactions:

          $550,081,802.
          ----------------------------------------------------------------------

     (5)  Total fee paid:

          $50,607.53.
          ----------------------------------------------------------------------

[X]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2) and identify the filing for which the offsetting fee was paid
     previously. Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:

          ----------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:

          ----------------------------------------------------------------------

     (3)  Filing Party:

          ----------------------------------------------------------------------

     (4)  Date Filed:

          ----------------------------------------------------------------------


                             [ECHO BAY LETTERHEAD]

                                                                     --   , 2002

Dear Shareholder:


     You are invited to attend a special meeting of the shareholders of Echo Bay
Mines Ltd. to be held on    --   , 2002 at 9:30 in the morning (eastern time) in
the    --   Room of the Toronto Hilton Hotel, 145 Richmond Street West, Toronto,
Ontario, Canada.


     At this meeting, you will be asked to consider the plan of arrangement
whereby Echo Bay, Kinross Gold Corporation and TVX Gold Inc. will combine their
respective businesses. The accompanying Management Information Circular and
Management Information Circular Supplement constitute a single circular. The
circular explains the proposed transaction and provides specific information
regarding the special meeting. Please review the entire circular, including all
attachments, carefully.


     The Echo Bay board of directors has carefully considered the proposed
transaction, which was unanimously recommended by an independent committee of
the board of directors, and has determined that it is fair to, and in the best
interests of, Echo Bay and its shareholders. The combined company will have a
strong group of exploration and development projects that will allow for
internal growth and the financial resources to compete successfully for new
properties and projects in the future. The Echo Bay board of directors,
including all the independent members, recommends that you vote FOR the special
resolution approving the arrangement and related matters.



     In order to pass, the special resolution approving the arrangement and
related matters must receive not less than 66 2/3% of the votes represented at
the special meeting. Echo Bay has entered into agreements with two of its
largest shareholders, Kinross and Newmont Mining Corporation of Canada Limited,
together holding approximately 56% of the outstanding common shares of Echo Bay,
pursuant to which these shareholders have agreed to vote all of their shares in
favour of the special resolution.


     Regardless of the number of shares you own, your vote is very important.
Whether or not you plan to attend the special meeting, please submit your proxy
as soon as possible to ensure your shares are represented at the special
meeting. Additionally, by voting now, your prompt response will help to reduce
proxy solicitation expenses.

     Should you have any questions on information contained in the enclosed
documents or require information on voting your shares, please contact N.S.
Taylor & Associates, Inc., who is assisting us with this matter. They can be
reached toll-free at 1-800-711-8662.

                                         Sincerely,

                                         Robert L. Leclerc
                                         Chairman and Chief Executive Officer


         QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF ECHO BAY MINES LTD.



                                      
Q. WHAT IS BEING VOTED ON AT THE         A. You are being asked to vote on a special resolution to
   SPECIAL MEETING?                      approve a business combination whereby Echo Bay, Kinross
                                            Gold Corporation and TVX Gold Inc. will combine their
                                            respective businesses.

Q. WHAT IS REQUIRED TO PASS THE          A. In order to pass, the special resolution must receive not
   SPECIAL RESOLUTION?                   less than 66 2/3% of the votes represented at the special
                                            meeting.

Q. ARE THERE ADDITIONAL ITEMS ON THE     A. No. The only items on the Echo Bay special meeting agenda
   MEETING AGENDA?                       are approval of the proposed business combination and
                                            related matters.

Q. HOW WILL THE EXCHANGE RATIO AFFECT    A. If the business combination proceeds, Echo Bay
   MY ECHO BAY COMMON SHARES?            shareholders will receive 0.52 of a Kinross common share for
                                            each Echo Bay common share that they hold. This means
                                            that Echo Bay shareholders will receive 52 common shares
                                            of Kinross for each 100 common shares of Echo Bay.

Q. IF THE KINROSS SHAREHOLDERS           A. At the Kinross special meeting, Kinross will ask its
   APPROVE THE PROPOSED SHARE            shareholders to approve a consolidation of its common shares
   CONSOLIDATION, HOW WILL THAT             on a one for three basis. If the consolidation is
   AFFECT THE EXCHANGE RATIO FOR            approved, the exchange ratio will be adjusted to 0.1733
  MY ECHO BAY COMMON SHARES?                of a Kinross common share for each Echo Bay common share.
                                            This means that Echo Bay shareholders will receive 17
                                            common shares of Kinross for each 100 common shares of
                                            Echo Bay plus a cash settlement for the fractional share.
                                            The proposed Kinross consolidation is not, however, a
                                            condition to completing the business combination. Whether
                                            the Kinross consolidation proceeds or not will NOT affect
                                            the percentage ownership interest of the Echo Bay
                                            shareholders in the combined company following completion
                                            of the business combination.

Q. HOW IS THE BUSINESS COMBINATION       A. The business combination will be carried out as a plan of
   BEING CARRIED OUT?                    arrangement under the Canada Business Corporations Act. An
                                            arrangement is a corporate reorganization that is
                                            supervised and, ultimately, approved by a court. If the
                                            arrangement is approved at the respective special
                                            meetings of Echo Bay and TVX shareholders, the issuance
                                            of Kinross common shares to be exchanged in the
                                            arrangement is approved at the Kinross special meeting
                                            and the other conditions specified in the combination
                                            agreement are satisfied, Echo Bay, Kinross and TVX will
                                            apply to the court for a final order approving the
                                            arrangement. The court will hear evidence as to the
                                            fairness of the arrangement to the shareholders of the
                                            participating corporations as part of the process of
                                            granting the final order. If the final order is granted
                                            by the court, Echo Bay, Kinross and TVX will complete the
                                            arrangement shortly thereafter. The court having
                                            jurisdiction is the Superior Court of Ontario (Canada)
                                            and the matter will be heard in Toronto.

Q. IF THE SPECIAL RESOLUTION PASSES,     A. Once all corporate and other approvals are in place, Echo
   WHAT WILL HAPPEN TO ECHO BAY?         Bay will become a wholly-owned subsidiary of Kinross. The
                                            former Echo Bay shareholders (excluding Kinross and
                                            Newmont, which currently own 10.6% and 45.2% of Echo
                                            Bay's outstanding common shares, respectively) will own
                                            approximately 14% of the outstanding common shares of the
                                            combined company. Newmont will own approximately 14.6% of
                                            the outstanding common shares of the combined company.

Q. IF THE SPECIAL RESOLUTION FAILS,      A. Echo Bay would remain an independent company.
WHAT WILL THAT MEAN FOR ECHO BAY?

Q. AM I ABLE TO SELL MY ECHO BAY         A. Yes. At this time you may continue to buy and sell Echo
   COMMON SHARES?                        Bay common shares on the American Stock Exchange, the
                                            Toronto Stock Exchange or any European exchange where the
                                            Echo Bay common shares are listed.



                                       Q-1



                                      

Q. AFTER THE EXCHANGE, WHERE WILL        A. Subject to listing approval from the Toronto Stock
   KINROSS COMMON SHARES BE TRADED?      Exchange and the New York Stock Exchange, Kinross intends to
                                            maintain the listing of its common shares on the Toronto
                                            Stock Exchange and anticipates the common shares will
                                            also be listed on the New York Stock Exchange.

Q. IF THE SPECIAL RESOLUTION IS          A. We anticipate the business combination will be completed
   APPROVED, WHEN WILL THE               promptly after the shareholders of all three companies have
   TRANSACTION BE COMPLETED?                met and approved the requisite resolutions and a
                                            favourable court order has been granted. We expect this
                                            to occur in the fourth quarter of 2002.

Q. WHAT DO I NEED TO DO?                 A. To support your board's recommendation, please sign, date
                                         and return your proxy card. Do NOT send in your share
                                            certificates. After the transaction has been completed
                                            you will receive written instructions for exchanging
                                            certificates.

Q. WHAT HAPPENS IF I RETURN A SIGNED     A. Your vote will be considered a vote FOR the special
PROXY CARD BUT DO NOT INDICATE HOW I     resolution.
VOTED?

Q. CAN I VOTE IN PERSON?                 A. Yes. If your shares are registered in your name, or if
                                         you are a beneficial owner and you have requested a legal
                                            proxy, you may attend the special meeting and cast your
                                            vote in person.

Q. IF MY ECHO BAY COMMON SHARES ARE      A. No. Specific voting instructions must be given to your
   HELD BY MY BROKER, WILL MY BROKER     broker. Information on how to give these instructions is
   AUTOMATICALLY VOTE MY SHARES FOR         included with these materials and should be carefully
   ME?                                      followed.

Q. ONCE I HAVE SUBMITTED MY PROXY,       A. Yes. You can change your vote by revoking your proxy by
   CAN I CHANGE MY VOTE?                 an instrument in writing, executing a new proxy or, if the
                                            common shares are registered in your name, or if you are
                                            a beneficial owner and you have requested a legal proxy,
                                            you can attend the special meeting and vote in person.

Q. ARE HOLDERS OF ECHO BAY COMMON        A. Yes. Holders of Echo Bay common shares are entitled to
   SHARES ENTITLED TO RIGHTS OF          rights of dissent. The procedure to dissent is described on
   DISSENT?                                 page S-30.

Q. WILL THE HOLDERS OF OUTSTANDING       A. No. Holders of outstanding warrants will not be entitled
   WARRANTS TO PURCHASE ECHO BAY         to vote unless they exercise their warrants and are holders
   COMMON SHARES BE ALLOWED TO VOTE         of Echo Bay common shares on the record date for the Echo
   IN RESPECT OF THE ARRANGEMENT?           Bay special meeting.

Q. WHAT HAPPENS TO MY WARRANTS IF THE    A. Echo Bay warrants will entitle warrant holders to
   ARRANGEMENT IS COMPLETED?             purchase Kinross common shares and will continue to be
                                            listed and traded on the American Stock Exchange and the
                                            Toronto Stock Exchange. Subject to adjustment for the
                                            proposed Kinross share consolidation, each warrant will
                                            entitle the holder to acquire 0.52 of a Kinross common
                                            share at a price of US$0.90.

Q. WHO CAN HELP ANSWER MY QUESTIONS?     A. Please call our proxy solicitor, N.S. Taylor &
                                         Associates, Inc., who is assisting us with this matter. They
                                            can be reached toll-free at 1-800-711-8662.



                                       Q-2


                              ECHO BAY MINES LTD.

                           NOTICE OF SPECIAL MEETING
                                OF SHAREHOLDERS
                                    --   , 2002


NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of Echo Bay
Mines Ltd. will be held in the    --   Room of the Toronto Hilton Hotel, 145
Richmond Street West, Toronto, Ontario, Canada on    --   , the    --   day of
   --   2002 at 9:30 in the morning (eastern time), for the following purposes:


     1.    to consider and, if deemed appropriate, to pass a special resolution
           approving the plan of arrangement whereby Echo Bay Mines Ltd.,
           Kinross Gold Corporation and TVX Gold Inc. will combine their
           respective businesses, as more particularly described in the
           accompanying circular; and

     2.    to transact such other business as may properly come before the
           special meeting or an adjournment thereof.

     Only shareholders of record at the close of business on    --   , 2002 will
be entitled to notice of, and to vote at, the special meeting.

     DATED at Edmonton, Alberta, Canada this    --   day of    --   2002.

                                         By Order of the Board of Directors,

                                         ---------------------------------------
                                         Lois-Ann L. Brodrick
                                         Vice President and Secretary

     The accompanying circular is dated    --   , 2002 and is first being mailed
to shareholders on or about    --   , 2002.


                        MANAGEMENT INFORMATION CIRCULAR

                               TABLE OF CONTENTS




                                                              PAGE
                                                              ----
                                                           
INFORMATION FOR UNITED STATES SHAREHOLDERS..................     i
CURRENCY PRESENTATION.......................................    ii
CAUTION REGARDING FORWARD-LOOKING STATEMENTS................    ii
SUMMARY.....................................................     1
  The Combination...........................................     1
  The Companies.............................................     2
  The Companies Immediately Prior to the Combination........     3
  The Companies Immediately After the Combination...........     3
  Recommendation of the Board of Directors of Echo Bay......     3
  Intentions of Significant Shareholders....................     4
  Interests of Directors and Executive Officers of Echo Bay
     in the Arrangement.....................................     4
  Material Canadian Federal Income Tax Considerations of the
     Arrangement............................................     4
  Material United States Federal Income Tax Considerations
     of the Arrangement.....................................     4
  Ownership of Kinross After the Combination................     6
  Echo Bay and Stock Options and Warrants...................     6
THE ECHO BAY SPECIAL MEETING................................     7
  Solicitation of Proxies...................................     7
  Appointment and Revocation of Proxies.....................     7
  Record Date, Voting Shares and Principal Holders
     thereof................................................     7
  Voting of Common Shares...................................     8
  Business of the Special Meeting...........................     9
THE COMBINATION -- ECHO BAY.................................     9
  Background to the Combination.............................     9
  Recommendation of the Board of Directors..................    12
  Reasons for the Board's Recommendation....................    12
  Fairness Opinion..........................................    13
SPECIAL RESOLUTION..........................................    19
SHAREHOLDER PROPOSALS.......................................    19
APPROVAL OF DIRECTORS.......................................    19
ALBERTA CERTIFICATE.........................................    20
MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT..................   S-i




NOTE: THE MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT INCLUDED WITH THIS
MANAGEMENT INFORMATION CIRCULAR CONSTITUTES A PART OF THIS MANAGEMENT
INFORMATION CIRCULAR AND THE COMPLETE DOCUMENT SHOULD BE READ IN ITS ENTIRETY.
THE MANAGEMENT INFORMATION CIRCULAR AND THE MANAGEMENT INFORMATION CIRCULAR
SUPPLEMENT ARE COLLECTIVELY REFERRED TO AS THIS "CIRCULAR".


                   INFORMATION FOR UNITED STATES SHAREHOLDERS

     Neither the transactions described in this circular nor the securities to
be distributed in connection with the arrangement have been approved or
disapproved by any Canadian securities regulatory authority, the United States
Securities and Exchange Commission or any state securities commission nor has
any Canadian securities regulatory authority, the SEC or any state securities
commission passed upon the fairness or merits of such transactions or upon the
accuracy or adequacy of the information contained in this circular and any
representation to the contrary is unlawful.

                                        i


     Echo Bay, Kinross and TVX are each Canadian corporations and certain of
their respective directors and officers, as well as certain of the experts named
herein, are neither citizens nor residents of the United States. A substantial
part of Echo Bay's, Kinross's and TVX's respective assets and the assets of
several of such persons are located outside the United States. As a result, it
may be difficult for shareholders to effect service of process within the United
States upon such persons or to enforce against such persons or Echo Bay, Kinross
or TVX judgements of courts of the United States in Canada, including judgements
predicated upon the civil liability provisions of the federal securities laws of
the United States.

                             CURRENCY PRESENTATION

     This circular contains financial information expressed in both U.S. dollars
and Canadian dollars. In this circular, Canadian dollars are referred to as
"Cdn.$" or "Canadian dollars" and U.S. dollars are referred to as "$", "U.S.
dollars" or "dollars". Except as otherwise stated, all dollar amounts referred
to in this circular are expressed in U.S. dollars.

                  CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     THIS CIRCULAR INCLUDES CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE
DEFINITION OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
STATEMENTS IN THIS CIRCULAR THAT ARE NOT STATEMENTS OF HISTORICAL FACTS AND
ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT ECHO BAY, KINROSS OR TVX EXPECT
OR ANTICIPATE WILL OR MAY OCCUR IN THE FUTURE, INCLUDING SUCH THINGS AS THE
ANTICIPATED EFFECTIVE DATE OF THE COMBINATION, BUSINESS STRATEGY, COMPETITIVE
STRENGTHS, GOALS, EXPANSION AND GROWTH OF ECHO BAY, KINROSS OR TVX BUSINESSES,
OPERATIONS, PLANS, RESERVES AND OTHER SIMILAR MATTERS ARE HEREBY IDENTIFIED AS
FORWARD-LOOKING STATEMENTS. WHEN USED IN THIS CIRCULAR, STATEMENTS TO THE EFFECT
THAT ECHO BAY, KINROSS OR TVX OR THEIR RESPECTIVE MANAGEMENTS "BELIEVE",
"EXPECT", "PLAN", "MAY", "WILL", "PROJECT", "ANTICIPATE" OR "INTEND" OR SIMILAR
STATEMENTS, INCLUDING "POTENTIAL", "OPPORTUNITY" OR OTHER VARIATIONS THEREOF,
THAT ARE NOT STATEMENTS OF HISTORICAL FACT SHOULD BE CONSTRUED AS
FORWARD-LOOKING STATEMENTS. THE RISK FACTORS AND CAUTIONARY STATEMENTS DISCUSSED
IN THIS DOCUMENT AND THE DOCUMENTS INCORPORATED BY REFERENCE PROVIDE EXAMPLES OF
RISKS, UNCERTAINTIES AND EVENTS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE EXPECTATIONS DESCRIBED BY ECHO BAY, KINROSS OR TVX IN THEIR
RESPECTIVE FORWARD-LOOKING STATEMENTS.


     YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS CIRCULAR OR, IN THE CASE OF
DOCUMENTS INCORPORATED BY REFERENCE, THE DATE OF THOSE DOCUMENTS. NONE OF ECHO
BAY, KINROSS OR TVX UNDERTAKES ANY OBLIGATION TO RELEASE PUBLICLY ANY REVISIONS
TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES THAT
OCCUR AFTER THE DATE OF THIS CIRCULAR OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS EXCEPT AS MAY BE REQUIRED UNDER APPLICABLE SECURITIES LAWS.
BEFORE YOU VOTE OR GRANT YOUR PROXY AND INSTRUCT HOW YOUR VOTE SHOULD BE CAST ON
ANY MATTER, YOU SHOULD BE AWARE THAT THE OCCURRENCE OF THE EVENTS DESCRIBED IN
THE "RISK FACTORS" SECTION IN THIS CIRCULAR BEGINNING ON PAGE S-18 OF THIS
CIRCULAR AS WELL AS THE SECTIONS ENTITLED "RISK FACTORS" IN SCHEDULES A, B AND C
TO THIS CIRCULAR, COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMBINED COMPANY.


                                        ii


                                    SUMMARY


     This summary highlights selected information contained elsewhere in this
circular. You should carefully read the entire circular and the other documents
to which this circular refers you. Please see "Documents Incorporated By
Reference" on pg. S-80. We have included page references in parentheses to
direct you to a more complete description of the items presented in this
summary.



                          THE COMBINATION (PAGE S-24)



     Echo Bay, Kinross and TVX have entered into a combination agreement dated
as of June 10, 2002, as amended as of July 12, 2002, for the purpose of
combining the ownership of their respective businesses. Because the business
combination contemplated by the combination agreement will be effectuated by way
of a plan of arrangement under the Canada Business Corporations Act (which we
refer to in this circular as the "CBCA"), we refer to this transaction as the
"arrangement" in this circular.



     In a separate transaction, TVX and a subsidiary of TVX have entered into
agreements dated as of June 10, 2002 with a subsidiary of Newmont Mining
Corporation pursuant to which TVX has agreed to acquire Newmont's approximate
50% non-controlling interest in the TVX Newmont Americas joint venture, in
accordance with an existing right of first offer and an existing right of first
refusal, for $180 million. The purchase price may, at TVX's option, be paid
entirely in cash or TVX may elect to satisfy up to one half of the purchase
price payable under each agreement by delivery of a secured promissory note due
December 13, 2002, and the balance in cash. The maximum aggregate amount of the
promissory notes which may be issued is $90 million. The arrangement is
conditional upon the completion of the purchase of Newmont's interest in the TVX
Newmont Americas joint venture.



     Upon completion of the arrangement and the purchase of Newmont's interest
in the TVX Newmont Americas joint venture, Kinross will own all of the
outstanding Echo Bay common shares and TVX common shares and will own,
indirectly, all of the TVX Newmont Americas joint venture.



     We refer to the arrangement and the purchase of Newmont's TVX Newmont
Americas joint venture interest collectively as the "combination" in this
circular. For more information concerning the purchase of the Newmont interest,
please see "The TVX Newmont Americas Joint Venture Transaction" on page S-45.



     Pursuant to the arrangement, shareholders of Echo Bay (other than Kinross)
will receive 0.52 of a Kinross common share for each Echo Bay common share. Also
pursuant to the arrangement, TVX will amalgamate with a newly-formed,
wholly-owned subsidiary of Kinross, and each holder of TVX common shares will
receive 6.5 Kinross common shares for each TVX common share. The exchange ratio
for the TVX common shares reflects the one for ten consolidation of the TVX
common shares which took effect on June 30, 2002. Immediately prior to the
completion of the combination, and subject to shareholder approval, Kinross
intends to consolidate its outstanding common shares on the basis of one Kinross
common share for each three Kinross common shares. If the Kinross share
consolidation is completed, each holder of Echo Bay common shares will receive
0.1733 of a Kinross common share for each Echo Bay common share and each holder
of TVX common shares will receive 2.1667 Kinross common shares for each TVX
common share.



     The arrangement requires the approval of at least 66 2/3% of the votes cast
by Echo Bay and TVX shareholders at the respective special meetings of Echo Bay
and TVX, as well as the approval of the Superior Court of Ontario. The
shareholders of Kinross will be asked to approve the issuance of Kinross common
shares pursuant to the arrangement, as well as certain other matters discussed
in this circular, at the Kinross special meeting.



     No fractional Kinross common shares will be issued in connection with the
arrangement. Former shareholders of Echo Bay and TVX who would otherwise receive
a fraction of a Kinross common share will be paid the fair market value of the
fractional interest by cheque.



     Full particulars of the arrangement are contained in the combination
agreement, the complete text of which is attached to this circular as Exhibit A,
and the plan of arrangement, the complete text of which is attached to this
circular as Exhibit C.



     The charts on page 3 set forth the approximate common share ownership of
Kinross, TVX and Echo Bay immediately prior to the combination and immediately
after the consummation of the combination.


                                        1


                                 THE COMPANIES

ECHO BAY

     Echo Bay is a North American gold mining company which mines, processes and
explores for gold. Echo Bay holds the following interests in three operating
mines:

     -  a 50% interest in the Round Mountain mine in Nevada, United States;

     -  a 100% interest in the Kettle River mine in Washington, United States;
        and

     -  a 100% interest in the Lupin mine in Nunavut Territory, Canada.


     Echo Bay operated a fourth mine, McCoy/Cove in Nevada, United States, until
March 31, 2002, at which date mining and processing activities were completed.
On June 9, 2002, Echo Bay entered into an agreement to sell its interests in
McCoy/Cove to an affiliate of Newmont Mining Corporation, which transaction is
conditional on completion of the combination described in this circular. For
more information concerning the sale of the McCoy/Cove interests, please see
"The McCoy/Cove Transaction" on page S-73.



     Echo Bay's principal executive offices are located at Suite 1210,
10180 - 101 Street, Edmonton, Alberta, Canada, T5J 3S4 (telephone 780-496-9002).
Additional information concerning Echo Bay, including certain recent
developments, is contained in Schedule C to this circular.


KINROSS

     Kinross is principally engaged in the exploration for, and acquisition,
development and operation of, gold-bearing properties. At present, Kinross'
primary operating properties consist of:

     -  a 100% interest in the Fort Knox mine near Fairbanks, Alaska, United
        States;

     -  through its 49% interest in the Porcupine joint venture, a 49% interest
        in the Hoyle Pond mine and a 49% interest in the Dome mine, both near
        Timmins, Ontario, Canada; and

     -  a 54.7% interest in the Kubaka mine in the Magadan Oblast situated in
        far east Russia.

     In addition, Kinross holds an interest in the Blanket mine, situated in
Zimbabwe, and other mining properties in various stages of exploration,
development, reclamation and closure.

     Kinross' principal executive offices are located at Suite 5200, Scotia
Plaza, 40 King Street West, Toronto, Ontario, Canada, M5H 3Y2 (telephone
416-865-5123). Additional information concerning Kinross, including the
formation of the Porcupine joint venture and other recent developments, is
contained in Schedule A to this circular.

TVX

     TVX is principally engaged in the acquisition, financing, exploration,
development and operation of precious and base metals mining properties. TVX
holds interests in various operating mines around the world, including, through
its approximate 50% controlling interest in the TVX Newmont Americas joint
venture:

     -  a 25% interest in the New Britannia mine in Manitoba, Canada;

     -  a 25% economic interest and a 50% legal interest in the Crixas mine in
        Brazil;

     -  a 16% interest in the Musselwhite mine in Ontario, Canada;


     -  a 25% interest in the La Coipa mine in Chile; and


     -  a 24.5% interest in the Brasilia mine in Brazil.

     TVX also holds a 100% interest in certain development and operating assets
in Greece referred to as the Hellenic Gold Complex, which interest is subject to
a 12% carried interest and a right to acquire a 12% participating interest in
favour of certain third parties. The Hellenic Gold Complex is held through TVX's
subsidiary, TVX Hellas A.E., and includes the Stratoni base metals operations
and the Skouries development project.


     TVX's principal executive offices are located at Suite 1200, 220 Bay
Street, Toronto, Ontario, Canada, M5J 2W4 (telephone 416-366-8160). Additional
information concerning TVX, including certain recent developments, is contained
in Schedule B to this circular.


                                        2


                                      LOGO


(1) The North American assets of the TVX Newmont Americas joint venture are held
    through TVX Newmont Americas (Canada) Inc., which is indirectly held 50%
    less one voting share by Normandy Mining Limited and 50% plus one voting
    share by TVX. Normandy is an indirectly wholly-owned subsidiary of Newmont.
    The South American assets of the TVX Newmont Americas joint venture are held
    through TVX Newmont Americas (Cayman) Inc. which is indirectly held 50% less
    100 voting shares by Normandy and 50% plus 100 voting shares by TVX. Upon
    the completion of the combination, Kinross will indirectly own 100% of the
    TVX Newmont Americas joint venture.



           RECOMMENDATION OF THE BOARD OF DIRECTORS OF ECHO BAY (PAGE 12)



     The board of directors of Echo Bay has recommended that its shareholders
vote FOR the arrangement at the Echo Bay special meeting.


                                        3



               INTENTIONS OF SIGNIFICANT SHAREHOLDERS (PAGE S-24)



     Kinross, which beneficially owns approximately 10.6% of the outstanding
Echo Bay common shares, and Newmont, which beneficially owns approximately 45.2%
of the outstanding Echo Bay common shares, have entered into lock-up agreements
with Echo Bay pursuant to which Kinross and Newmont have agreed that they will
vote their Echo Bay common shares in favour of the participation of Echo Bay in
the arrangement. Each of Kinross and Newmont has agreed that it will only sell
its interest in Echo Bay if the purchaser agrees to accept the obligation to
vote the Echo Bay common shares in favour of the participation of Echo Bay in
the arrangement. These lock-up agreements may be terminated if the combination
agreement is terminated in accordance with its terms. In addition, the lock-up
agreement with Newmont may be terminated by Newmont if the arrangement proposed
to the Echo Bay shareholders does not correspond in all material respects to
that contemplated by the combination agreement or if Kinross' shareholders do
not authorize the termination of Kinross' shareholder rights plan at Kinross'
special meeting and the arrangement cannot otherwise be structured as a
tax-deferred rollover under Canadian law.



  INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS OF ECHO BAY IN THE ARRANGEMENT
                                  (PAGE S-27)



     In considering the recommendation of Echo Bay's board of directors that you
vote to approve the arrangement, you should be aware that some of the directors
and executive officers of Echo Bay have interests in the arrangement that are
different from, or in addition to, the interests of other shareholders of Echo
Bay generally. In particular, such directors and executive officers may, under
the terms of their employment agreements or otherwise, be or become entitled, in
connection with the arrangement, to severance payments and accelerated vesting
of stock options. In addition, Kinross has agreed in the combination agreement
that it will, at the Kinross special meeting, ask the Kinross shareholders to
elect to the Kinross board of directors four additional agreed-upon directors,
being Messrs. Harry S. Campbell, David Harquail, Robert L. Leclerc and George F.
Michals. Mr. Harquail and Mr. Leclerc are currently directors of Echo Bay. The
board of directors of Echo Bay was aware of these interests with respect to its
respective directors and executive officers in determining to approve the
arrangement.



  MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS OF THE ARRANGEMENT (PAGE
                                     S-53)


     A capital gain (or capital loss) that would otherwise be realized by a
holder of Echo Bay common shares on the exchange of Echo Bay common shares for
Kinross common shares will generally be deferred under the provisions of the
Income Tax Act (Canada), provided that such holder does not, in the holder's
return of income for the taxation year in which such exchange occurs, include in
computing the holder's income any portion of the gain or loss, otherwise
determined, from the disposition of the exchanged shares. A holder of Echo Bay
common shares who is not eligible for the deferral in respect of the exchange of
Echo Bay common shares will be deemed to have disposed of those Echo Bay common
shares for proceeds of disposition equal to the fair market value of the Kinross
common shares (and cash in lieu of a fractional share, if applicable) received
in exchange therefor and to have acquired such Kinross common shares at a cost
equal to their fair market value.

     THE FOREGOING DISCUSSION ASSUMES THAT THE KINROSS SHAREHOLDER RIGHTS PLAN
WILL BE TERMINATED BY KINROSS SHAREHOLDERS AT THE KINROSS SPECIAL MEETING PRIOR
TO THE EFFECTIVE DATE OF THE COMBINATION SO THAT HOLDERS OF ECHO BAY COMMON
SHARES WILL NOT ACQUIRE ANY RIGHTS UNDER SUCH PLAN AS A RESULT OF THE
ARRANGEMENT. THE ARRANGEMENT IS NOT CONDITIONAL ON THE TERMINATION OF THE
KINROSS SHAREHOLDER RIGHTS PLAN. IF HOLDERS OF ECHO BAY COMMON SHARES ACQUIRE
RIGHTS UNDER THE KINROSS SHAREHOLDER RIGHTS PLAN IN THE ARRANGEMENT BECAUSE THE
PLAN HAS NOT BEEN TERMINATED, SUCH HOLDERS MAY BE TREATED AS HAVING DISPOSED OF
THEIR ECHO BAY COMMON SHARES FOR PROCEEDS EQUAL TO THE AGGREGATE OF THE FAIR
MARKET VALUE OF THE KINROSS COMMON SHARES (AND CASH RECEIVED IN LIEU OF A
FRACTIONAL SHARE, IF APPLICABLE) AND ANY RIGHTS UNDER THE KINROSS SHAREHOLDER
RIGHTS PLAN RECEIVED IN EXCHANGE THEREFOR. A RECENT POSITION TAKEN BY THE CANADA
CUSTOMS AND REVENUE AGENCY ON A SHAREHOLDER RIGHTS PLAN INDICATES THAT HOLDERS
MAY BE ASSESSED ON THIS BASIS.


     WE URGE HOLDERS OF ECHO BAY COMMON SHARES TO CONSULT THEIR OWN TAX ADVISORS
FOR ADVICE REGARDING THE INCOME TAX CONSEQUENCES OF THE ARRANGEMENT AND THE
EXERCISE OF DISSENT RIGHTS HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.



  MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF THE ARRANGEMENT
                                  (PAGE S-57)


     The obligation of Echo Bay to complete the transactions contemplated by the
combination agreement is NOT conditioned on the receipt of an opinion of U.S.
counsel that the arrangement will be treated as a tax free reorganization
                                        4



for U.S. Federal income tax purposes and each Echo Bay shareholder is urged to
take this factor into consideration when deciding whether to vote for the
arrangement.


     Echo Bay has received an opinion dated as of the date of this circular from
Cravath, Swaine & Moore, U.S. counsel to Echo Bay, that assuming the arrangement
is consummated in accordance with the terms of the combination agreement and as
described in this circular, and based upon currently applicable law and certain
factual representations made by Kinross and Echo Bay:

     -  the exchange of Echo Bay common shares for Kinross common shares
        pursuant to the arrangement will be treated for U.S. Federal income tax
        purposes as a reorganization under section 368(a) of the Code and
        Kinross and Echo Bay will each be a party to that reorganization within
        the meaning of section 368(b) of the Code;

     -  U.S. holders of Echo Bay common shares who exchange their Echo Bay
        common shares solely for Kinross common shares generally will not
        recognize any gain or loss, provided that U.S. holders who will own or
        be deemed to own 5% or more of Kinross (by vote or value) after the
        arrangement will be required to enter into a gain recognition agreement
        with the IRS if they have a gain on their Echo Bay common shares in
        order to ensure that they do not recognize gain in connection with the
        arrangement; and

     -  Echo Bay will not recognize any gain or loss as a result of the
        arrangement.


     In rendering such opinion, Cravath, Swaine & Moore has relied upon certain
assumptions, conditions and qualifications as set forth in its opinion,
including certain factual representations made by Kinross and Echo Bay in
representation letters dated as of the date of this circular. The combination
agreement requires Kinross to provide a customary letter of representation dated
as of the effective date of the arrangement to Echo Bay. Echo Bay is not obliged
under the combination agreement, but nevertheless intends, to provide a
customary letter of representation to U.S. counsel. Echo Bay intends to request
from Cravath a tax opinion dated as of the effective date of the arrangement. If
Echo Bay does not receive a tax opinion of U.S. counsel on the effective date of
the arrangement, because, for example:


     -  Kinross fails to provide a customary letter of representation to Echo
        Bay due to a change in factual circumstances or otherwise;

     -  Echo Bay fails to provide its customary representation letter to U.S.
        counsel due to a change in factual circumstances or otherwise; or

     -  there is a change in applicable law, which may or may not be
        retroactive,


holders of Echo Bay common shares cannot rely on the continuing validity of the
conclusions reached in the Cravath tax opinion discussed above. In addition, if
this were to occur, it is possible, but not certain, that the U.S. Federal
income tax consequences to the holders of Echo Bay common shares would be
materially different than those described above, including the possibility that
holders of Echo Bay common shares would be required to recognize a gain or loss
for U.S. Federal income tax purposes as a result of the exchange of their Echo
Bay common shares for Kinross common shares pursuant to the arrangement.



     WE URGE HOLDERS OF ECHO BAY COMMON SHARES TO CONSULT THEIR OWN TAX ADVISOR
AS TO THE SPECIFIC TAX CONSEQUENCES OF THE ARRANGEMENT TO THEM, INCLUDING THE
APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND OTHER TAX LAWS AND POSSIBLE
EFFECTS OF CHANGES IN U.S. FEDERAL OR OTHER TAX LAWS AND TO TAKE INTO ACCOUNT
THE POSSIBILITY THAT CRAVATH, SWAINE & MOORE MIGHT NOT ISSUE THE TAX OPINION,
DATED AS OF THE EFFECTIVE DATE OF THE ARRANGEMENT, THAT IS DESCRIBED ABOVE WHEN
DECIDING WHETHER TO VOTE FOR THE ARRANGEMENT.


                                        5



             OWNERSHIP OF KINROSS AFTER THE COMBINATION (PAGE S-65)



     Based on the number of common shares of each of Echo Bay, Kinross and TVX
outstanding at June 30, 2002, Kinross will have a total of 296,703,265 common
shares outstanding after the completion of the arrangement and the consolidation
of the Kinross common shares on a one for three basis, which will be held as
follows:




                                                                                    CONSOLIDATED
                                                                        KINROSS       KINROSS      PERCENTAGE
                                            PRIOR TO THE   EXCHANGE     COMMON         COMMON      OWNERSHIP
                                            ARRANGEMENT     RATIO       SHARES       SHARES 1:3    OF KINROSS
                                            ------------   --------   -----------   ------------   ----------
                                                                                    
Kinross -- current shareholders...........  358,343,564       N/A     358,343,564   119,447,855       40.26
TVX -- current shareholders (excluding
  Newmont)................................   42,722,188       6.5     277,694,222    92,564,741       31.20
Echo Bay -- current shareholders
  (excluding Newmont and Kinross).........  239,147,551      0.52     124,356,727    41,452,242       13.97
  Newmont -- current TVX ownership
     interest.............................      356,665       6.5       2,318,323       772,774        0.26
  Newmont -- current Echo Bay ownership
     interest.............................  244,994,150      0.52     127,396,958    42,465,653       14.31
Newmont -- total..........................           --        --     129,715,281    43,238,427       14.57
                                                                      -----------   -----------      ------
Total pro forma ownership.................                            890,109,794   296,703,265      100.00
                                                                      ===========   ===========      ======



                ECHO BAY STOCK OPTIONS AND WARRANTS (PAGE S-41)



     The combination agreement provides that the board of directors of Echo Bay
is to take such actions as may be necessary to adjust the terms of all
outstanding stock options granted by Echo Bay to provide that each option to
acquire Echo Bay common shares outstanding on the effective date shall be deemed
to constitute an option to acquire, on substantially identical terms and
conditions to those applicable under such stock options and for the same
aggregate consideration, the aggregate number of Kinross common shares that the
holder of the options would have been entitled to receive as a result of the
combination if the holder of the option had been the registered holder of the
number of Echo Bay common shares which the holder was entitled to purchase on
exercise of the option. According to the terms of the plans under which the
outstanding Echo Bay options were granted or the terms of the options
themselves, all outstanding unvested and unexercisable Echo Bay stock options
will become vested and exercisable upon completion of the combination.



     Holders of warrants to purchase Echo Bay common shares will, after the
effective date of the combination, be entitled to exercise those warrants to
acquire Kinross common shares in accordance with the terms of the agreements
governing such warrants. The number of Kinross common shares for which such
warrants will be exercisable will be determined on the basis of the Echo Bay
exchange ratio.


                                        6


                          THE ECHO BAY SPECIAL MEETING

SOLICITATION OF PROXIES


     THIS CIRCULAR IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE
MANAGEMENT OF ECHO BAY MINES LTD. ("ECHO BAY") OF PROXIES TO BE USED AT THE
SPECIAL MEETING OF THE SHAREHOLDERS OF ECHO BAY TO BE HELD AT THE TIME AND PLACE
AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF SPECIAL MEETING.
Echo Bay will bear all costs in connection with the printing and mailing of the
enclosed materials as well as the cost of solicitation of proxies. N.S. Taylor &
Associates, Inc. will solicit proxies from holders of Echo Bay shares for a fee
of $   --   plus expenses. To the extent necessary to assure adequate
representation at the special meeting, solicitation of proxies may be made by
directors, officers and regular employees of Echo Bay directly as well as by
mail and by telephone.


APPOINTMENT AND REVOCATION OF PROXIES

     The persons designated in the enclosed form of proxy are officers of Echo
Bay. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OTHER THAN THE PERSONS
DESIGNATED IN THE ACCOMPANYING FORM OF PROXY TO REPRESENT THE SHAREHOLDER AT THE
SPECIAL MEETING. THE PERSON NEED NOT BE A SHAREHOLDER. This right may be
exercised either by inserting in the space provided in the form of proxy the
name of the other person a shareholder wishes to appoint or by completing
another proper form of proxy. Shareholders who wish to be represented at the
special meeting by proxy must deposit their form of proxy prior to the time of
the special meeting or an adjournment thereof either at the registered office of
Echo Bay, 1210 Manulife Place, 10180 -- 101 Street, Edmonton, Alberta, Canada,
T5J 3S4, or at the office of Computershare Trust Company of Canada, 100
University Avenue, Toronto, Ontario, Canada, M5J 2Y1, or bring the proxy to the
special meeting and deliver it to the Chairman or Secretary of Echo Bay prior to
the commencement of the special meeting.


     A shareholder who has given a proxy has the right to revoke it at any time
by an instrument in writing executed by the shareholder or the shareholder's
attorney authorized in writing or, if the shareholder is a corporation, under
its corporate seal or by an officer or attorney thereof duly authorized, and
deposited either at the registered office of Echo Bay, Suite 1210, 10180 -- 101
Street, Edmonton, Alberta, Canada, T5J 3S4 or at the office of Computershare
Trust Company of Canada, 100 University Avenue, Toronto, Ontario, Canada, M5J
2Y1 addressed to the Secretary of Echo Bay, c/o Computershare Trust Company of
Canada, at any time up to and including the close of business on the last
business day preceding the day of the special meeting, or an adjournment
thereof, at which the proxy is to be used, or with the chairman of the special
meeting on the day of the special meeting, or an adjournment thereof.


RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF


     Shareholders of record at the close of business (eastern time) on    --   ,
2002 will be entitled to receive notice of, and to vote at, the special meeting.



     On June 30, 2002, there were outstanding 541,268,375 common shares of Echo
Bay, each of which carries the right to one vote. A quorum of shareholders will
be established at the special meeting if the holders of a majority of the shares
entitled to vote at the special meeting are present in person or represented by
proxy. Abstentions will be counted for quorum but for no other purpose. The
affirmative vote, in person or by proxy, of not less than 66 2/3% of the votes
cast at the special meeting is required to pass the special resolution to be
considered at the special meeting.


                                        7



     As of June 30, 2002, based upon information available to Echo Bay, the
following shareholders were the beneficial owners of more than five percent of
the common shares:




                                                                          AMOUNT AND NATURE
TITLE OF                                                                    OF BENEFICIAL     PERCENT
 CLASS                 NAME AND ADDRESS OF BENEFICIAL OWNER                   OWNERSHIP       OF CLASS
--------   ------------------------------------------------------------   -----------------   --------
                                                                                     
  Common   Newmont Mining Corporation of Canada Limited                      244,994,150        45.2
           Suite 1900 -- 20 Eglinton Avenue West, Toronto, Ontario,
           Canada M4R 1K8
  Common   Kinross Gold Corporation 52nd Floor, Scotia Place                  57,126,674        10.6
           40 King Street West, Toronto, Ontario, Canada M5J 3Y2
  Common   Fidelity Management & Research Company, Fidelity Management        50,851,200        10.0
           Trust Company and certain other relevant affiliates and
           associates
           82 Devonshire Street, Boston, MA 02109(1)


---------------

(1) Certain fund accounts for which Fidelity serves as investment advisor hold
    these shares. Fidelity has announced that its fund and institutional account
    purchases have been made in the ordinary course of business for investment
    purposes only and not with the purpose of influencing the control or
    direction of Echo Bay.


     Echo Bay has entered into two lock-up agreements, one with Kinross and
another with Newmont and its subsidiary Newmont Mining Corporation of Canada
Limited, together holding approximately 56% of the outstanding common shares of
Echo Bay, pursuant to which the companies have agreed that they will continue to
hold their Echo Bay common shares and will vote such shares in favour of the
special resolution to be considered at the special meeting. These lock-up
agreements may be terminated if the combination agreement is terminated in
accordance with its terms. Please see "Intentions of Significant Shareholders"
on page S-24.


VOTING OF COMMON SHARES


     Common shares represented by a valid proxy in favour of the person or
persons designated in the enclosed form of proxy will be voted on any ballot
which may be called for in respect of the matter referred to in the accompanying
Notice of Special Meeting and, where a choice with respect to the matter to be
acted upon has been specified in the proxy, the shares will be voted in
accordance with the specification so made. Only those proxies that are signed
and returned will be counted. THE COMMON SHARES WILL BE VOTED IN FAVOUR OF THE
SPECIAL RESOLUTION TO APPROVE THE ARRANGEMENT IF NO SPECIFICATION HAS BEEN MADE.


     The enclosed proxy, when properly completed and signed, confers
discretionary authority upon the persons named therein with respect to
amendments or variations to the special resolution identified in the Notice of
Special Meeting and other matters that may properly come before the special
meeting. Management is not aware of any amendments to the matter identified in
the Notice of Special Meeting or of any other matters that are to be presented
for action at the special meeting.

     As a holder of Echo Bay common shares, you may own your shares in one or
both of the following ways. If you are in possession of a physical share
certificate, you are a "registered" shareholder and your name and address are
maintained by Echo Bay through its transfer agent, Computershare Trust Company
of Canada. If you own your shares through a bank, broker or other nominee, you
are a "beneficial" shareholder and you will not have a physical share
certificate. You will, of course, have an account statement from your bank or
broker as evidence of your share ownership.

     As a registered shareholder, you may execute a proxy card in your own name
at any time and/or you may attend the special meeting and cast a ballot. Because
you are known to Echo Bay and its transfer agent, your account can be confirmed
and your vote recorded or changed if you have previously voted. This procedure
prevents an entity from voting its shares more than once. Only your latest dated
proxy card will be valid.

     As a beneficial shareholder, neither Echo Bay nor its transfer agent
maintain any records or account information about you. Your shares are held in
the name of your bank or broker. Only your bank or broker has the authority to
vote the shares held in your name and, for the purposes of this special meeting,
will only vote your shares after receiving your specific instructions. There are
securities law rules (Canadian, U.S. and other foreign governments) and national
stock exchange rules (the Toronto Stock Exchange and American Stock Exchange)
governing the granting of a proxy on your behalf and those rules differ for
Canadian and foreign holders, notably United States holders. Canadian and

                                        8


foreign banks and brokers (with the exception of those in the U.S.) do NOT have
the authority to vote on your behalf without receiving your specific
instructions. In some cases, although NOT in this case, U.S. brokers have the
authority to vote on behalf of a beneficial shareholder. Every vote cast on
behalf of a beneficial shareholder, either by proxy or ballot at the special
meeting, will require specific instructions from the beneficial shareholder.

     In addition, many banks and brokers use a service agency to mail proxy
material and tabulate the responses from beneficial shareholders. The largest of
these service providers in Canada is Independent Investor Communication
Corporation ("IICC") and in the U.S. is ADP Investor Communications Services
("ADP"). Because IICC and ADP mail and tabulate hundreds of millions of proxies
on behalf of their clients, the banks and brokers, for thousands of annual and
special meetings throughout the year, IICC and ADP standardize the proxy card
and reproduce the text on their own form called a Voter Instruction Form
("VIF"). A VIF is NOT a proxy card and CANNOT be used by a beneficial
shareholder to vote at the special meeting. The VIF is intended only to relay
your specific voting instructions to your bank or broker so they may execute a
proxy on your behalf.

     If you plan to attend the special meeting and vote your shares as a
beneficial shareholder, you MUST contact your bank or broker and obtain a legal
proxy. This proxy is evidence of your ownership through your bank or broker and
MUST be attached to your ballot cast at the special meeting. Only a legal proxy
may be voted by a beneficial shareholder at the special meeting. Obtaining a
legal proxy will invalidate any proxy or VIF you have previously executed, and
you are urged not to request a legal proxy unless you are planning to attend the
special meeting and cast a ballot.

BUSINESS OF THE SPECIAL MEETING


     At the special meeting, the shareholders will be asked to consider and, if
deemed appropriate, to pass a special resolution approving the plan of
arrangement whereby Echo Bay, Kinross and TVX will combine their respective
businesses. Details of the plan of arrangement, to be carried out in accordance
with the Canada Business Corporations Act, and of the business combination
generally are set forth in the attached Management Information Circular
Supplement.


                          THE COMBINATION -- ECHO BAY

BACKGROUND TO THE COMBINATION


     As part of its business strategy since Echo Bay's acquisition of the Lupin
mine in 1980, Echo Bay's executive group, together with Echo Bay's board of
directors, have engaged in a continual evaluation of strategic alternatives.



     Echo Bay's efforts to create a meaningful strategic alternative did not,
until mid-2001, advance beyond preliminary stages. There were no bona fide
suitors for Echo Bay and third parties who did come forward were only interested
in acquiring discrete Echo Bay assets at prices that the Echo Bay executive
group and board of directors believed did not reflect the fundamental value of
the assets. Potential merger and acquisition counterparties expressed concerns
regarding Echo Bay's 11% $100 million aggregate principal amount of junior
subordinated debentures due 2027 (the "Capital Securities"). The existence of
the Capital Securities also resulted in financial constraints on Echo Bay,
primarily an inability to borrow funds. The urgency of improving Echo Bay's
balance sheet by restructuring the Capital Securities was the principal theme in
Echo Bay's Chairman's letter to shareholders included in Echo Bay's 2001 Annual
Report.


     Franco-Nevada Mining Corporation Limited (now known as Newmont Mining
Corporation of Canada Limited, or "Newmont Canada") accumulated approximately
72.4% of the Capital Securities and, on June 27, 2001, approached Robert L.
Leclerc, Chairman and Chief Executive Officer of Echo Bay, to discuss a possible
restructuring whereby holders of Capital Securities might exchange the Capital
Securities for Echo Bay common shares. Mr. Leclerc agreed to pursue the
restructuring possibility, subject to receiving advice from an independent
committee of the board of directors. A series of meetings occurred during July
and August 2001 between Echo Bay and Newmont Canada with the result that on
August 27, 2001, Mr. Leclerc recommended to Echo Bay's board of directors that
Echo Bay seek to implement an exchange of Capital Securities for Echo Bay common
shares. Concurrently, Mr. Leclerc approached Kinross to determine whether
Kinross, which held approximately 15.8% of the Capital Securities, would agree
to exchange its Capital Securities on the same terms as had been agreed with
Newmont Canada. Kinross agreed in respect of its 15.8% ownership of Capital
Securities. On September 5, 2001, on the recommendation of the independent

                                        9


committee, the board authorized the exchange of the Capital Securities. On
October 12, 2001, Goldman Sachs & Co. agreed to make its 9.85% ownership
position in the Capital Securities available on the same basis.

     On April 3, 2002, Echo Bay issued an aggregate 361,561,230 of Echo Bay
common shares, representing approximately 72% of Echo Bay's outstanding shares
after giving effect to such issuance, in exchange for all of the Capital
Securities, plus accrued and unpaid interest thereon (the "Capital Securities
Exchange"). Following the Capital Securities Exchange, as at April 3, 2002, the
new principal holders of Echo Bay's common shares and their respective ownership
positions were Newmont Canada (48.8%) and Kinross (11.4%).


     Echo Bay's restructuring efforts led to a letter agreement effective
February 13, 2002 for the sale by Echo Bay to Newmont of the entire McCoy/Cove
complex in Nevada. The consummation of the transaction was subject to the
completion of due diligence by Newmont by July 31, 2002 and called for a payment
to the seller of $6 million and the assumption by Newmont of all reclamation and
closure obligations at McCoy/Cove.



     The rise in gold price throughout the first quarter of 2002, coupled with
the Capital Securities Exchange and Echo Bay's other efforts to improve its
balance sheet, enabled Echo Bay to focus again on evaluating alternative
business strategies, including possible asset acquisitions and business
combinations.


     Late in the first quarter of 2002, Mr. Leclerc discussed with Robert M.
Buchan, Chairman and Chief Executive Officer of Kinross, the desirability of
exploring strategic alternatives involving Echo Bay and Kinross. While each
acknowledged that discussions might lead nowhere, they considered it desirable
to investigate whether asset exchanges, a business combination or some other
activity might be of interest. In connection with these discussions, a
confidentiality agreement between Echo Bay and Kinross was executed on March 29,
2002. The discussions never advanced beyond preliminary stages and no agreement
was reached as to the nature or structure of any potential strategic
transaction. No offer was made by either party regarding a possible business
combination.

     On May 20, 2002, John Ivany, Executive Vice President of Kinross,
telephoned Mr. Leclerc and disclosed that Kinross and TVX had entered into a
letter of intent pursuant to which they had agreed to pursue a possible
combination of Kinross and TVX and a concurrent acquisition by TVX of Newmont's
approximate 50% non-controlling interest in the TVX Newmont Americas joint
venture and invited Echo Bay to join the process commenced by the letter of
intent. Mr. Leclerc requested that Mr. Ivany provide an indicative proposal.


     On May 21, 2002, Echo Bay received an indicative proposal from Kinross
which described the merits of the combination. Echo Bay was concurrently
provided with a copy of the letter of intent dated May 9, 2002 among Kinross and
TVX, a support letter of Newmont dated May 9, 2002 and a mutual confidentiality
and standstill agreement executed by Kinross, TVX and Newmont. Echo Bay signed a
counterpart to the confidentiality agreement on May 21, 2002. Under the terms of
the indicative proposal, one Echo Bay common share would be exchanged for 0.45
to 0.48 of a Kinross common share. Mr. Leclerc immediately communicated with
John Abell, an Echo Bay director, and they agreed that a special committee of
independent directors of Echo Bay should be established to consider the proposed
combination. The board of directors of Echo Bay established an independent
committee comprised of Mr. Abell (Chairman), Peter Clarke and John Frederick
McOuat, none of whom is employed by or affiliated with Echo Bay (otherwise than
by their positions on the Echo Bay board of directors), Kinross, TVX or Newmont.



     On May 22, 2002, Echo Bay received a combined due diligence request list
from Kinross and TVX and it commenced its due diligence review of Kinross, TVX
and the TVX Newmont Americas joint venture. Mr. Leclerc also received a
follow-up telephone call from Mr. Buchan regarding the indicative proposal. Mr.
Leclerc noted that the proposal would receive due consideration. National Bank
Financial Inc. was retained to advise the Echo Bay board of directors and its
independent committee with respect to the combination. Echo Bay also retained
Fraser Milner Casgrain LLP as Canadian counsel and Cravath, Swaine & Moore as
U.S. counsel.



     On May 22, 2002, Mr. Leclerc also met with representatives of Newmont
pursuant to a previously scheduled meeting to discuss the status of due
diligence work being performed by Newmont with respect to the February 13, 2002
McCoy/Cove letter agreement. The Newmont representatives indicated that
Newmont's interest in acquiring McCoy/Cove was conditional upon the completion
of the combination and on the terms of the McCoy/Cove transaction being amended
to eliminate the $6 million cash payment contemplated by the February 13, 2002
letter agreement. Newmont confirmed that it would be prepared to enter into a
support agreement in respect of the combination.



     Thereafter, Mr. Leclerc reviewed with Mr. Abell, the Chairman of the Echo
Bay independent committee, the benefits of the proposed combination. Mr. Leclerc
was instructed to discuss the matter with Mr. McOuat and seek his comments (Mr.
Clarke was unavailable). The discussions with the Echo Bay independent committee
continued with

                                        10



opinions, comments and suggestions as to the rationale for the combination and
the exchange ratio. Echo Bay's independent committee was not considering any
other strategic alternatives when it received the indicative proposal from
Kinross and the independent committee, in its deliberations, only considered
whether to proceed with the transaction that had been proposed by Kinross on May
21, 2002 or remain an independent entity given that the Kinross proposal had
Newmont's support. While other alternatives had been considered from time to
time prior to completion of the Capital Securities exchange, Echo Bay did not
attempt to solicit interest from others at this time. The Echo Bay independent
committee authorized Mr. Leclerc to engage in further exploratory discussions
with Kinross and TVX to determine if Kinross and TVX would be prepared to
increase the exchange ratio for holders of Echo Bay common shares and modify
other terms of the proposed combination.


     From May 24, 2002 through the following week, members of senior management
of Echo Bay, Kinross and TVX engaged in a series of discussions to negotiate the
terms of, and evaluate alternative structures for, the combination.

     On May 30 and 31, 2002, Mr. Leclerc contacted Mr. Buchan and T. Sean
Harvey, President and Chief Executive Officer of TVX, to discuss the proposed
exchange ratio for Echo Bay, expressing the view that the ratio would have to be
improved for the Echo Bay shareholders if the proposed combination were to be
supported by the Echo Bay independent committee. Mr. Leclerc proposed that the
ratio be increased to 0.52 of a Kinross common share for each Echo Bay common
share. Mr. Buchan and Mr. Harvey discussed this matter with their respective
financial advisors and senior management and on June 4, 2002, Mr. Leclerc
received confirmation that the ratio would be increased to 0.52 of a Kinross
common share for each Echo Bay common share.


     On June 5, 2002, the independent committee of Echo Bay met to review the
combination. Also present at the meeting were, Mr. Leclerc, Lois-Ann Brodrick,
Vice President and Secretary of Echo Bay, Jerry McCrank, Vice President,
Operations of Echo Bay, and Tom Yip, Vice President, Finance and Chief Financial
Officer of Echo Bay, and representatives from National Bank Financial to report
on the status of the discussions with Kinross, TVX and Newmont. At this meeting,
National Bank Financial delivered a presentation to the independent committee
and an oral fairness opinion (which opinion was later confirmed by delivery of a
written opinion) that the exchange ratio was fair, from a financial point of
view, to the holders of Echo Bay common shares (other than Kinross). The Echo
Bay independent committee discussed the Echo Bay exchange ratio and the other
terms of the combination. Mr. Leclerc advised the Echo Bay independent committee
that, in addition to the exchange ratios, there were many issues in respect of
the combination agreement which the parties were still discussing over which the
parties appeared to be at an impasse, including covenants regarding the conduct
of business between signing and closing, conditions to closing, liquidated
damages claims and termination rights. The Echo Bay independent committee
indicated that they were not yet prepared to support the combination and
instructed Mr. Leclerc to attempt further negotiations for a further increase in
the Echo Bay exchange ratio and satisfy Echo Bay's other concerns in respect of
the combination agreement. Mr. Leclerc expressed the view that the maximum Echo
Bay exchange ratio had been achieved but he agreed to further pursue the matter.



     During the period of June 5 to 7, 2002, Echo Bay's legal and financial
advisors conveyed the concerns of the independent committee to Kinross' and
TVX's respective legal and financial advisors while holding numerous discussions
regarding the proposed terms of the combination. Mr. Leclerc received progress
updates on these discussions in respect of the combination. Mr. Leclerc
communicated to Mr. Buchan and to Mr. Harvey that any Kinross offer must address
certain contractual areas of importance to Echo Bay before Echo Bay's
independent committee would be prepared to support the combination. These
contractual areas of importance included restraints on Echo Bay's freedom to
operate once the combination agreement was signed and the amount of the break-up
fee and its manner and timing of payment. During this period, the outstanding
issues had not been satisfactorily resolved but all parties continued to work
towards a resolution. Mr. Leclerc continued to communicate separately, by
telephone, with Mr. Buchan and Mr. Harvey, to discuss outstanding issues.
National Bank Financial was informed that Kinross and TVX were not prepared to
increase the exchange ratio for one Echo Bay common share to a level greater
than 0.52 of a Kinross common share.


     Throughout the weekend of June 8 and 9, 2002, representatives of senior
management of Echo Bay, Kinross and TVX and their respective legal and financial
advisors participated in various conference calls and meetings in an effort to
resolve significant business issues and the definitive documentation for the
combination. During this period, Echo Bay also participated in various calls
with Newmont and Kinross to finalize the lock-up agreements with Newmont,
Newmont Canada and Kinross.

                                        11



     On June 8, 2002, Mr. Leclerc confirmed in writing to the Echo Bay
independent committee that Kinross and TVX were not prepared to increase the
Echo Bay exchange ratio from 0.52 of a Kinross common share for each Echo Bay
common share. On the morning of June 9, 2002, the Echo Bay independent committee
convened, as scheduled, and further discussed the proposed combination. They
reviewed and discussed materials presented by National Bank Financial. Mr.
Leclerc, with participation from Echo Bay's other three executive officers (Ms.
Brodrick, Mr. McCrank and Mr. Yip) reported to the Echo Bay independent
committee and answered questions related to the combination agreement. Although
the Echo Bay independent committee was encouraged by the satisfactory resolution
of various issues related to the combination agreement, the Echo Bay independent
committee adjourned until the afternoon to consider the information presented.
The Echo Bay independent committee also asked that National Bank Financial
address several matters relating to its due diligence and the fairness of the
exchange ratio from a financial point of view to the Echo Bay shareholders
(other than Kinross).



     On the afternoon of June 9, 2002, the Echo Bay independent committee
engaged in a full discussion of the terms of the proposed combination and the
financial analyses and opinion of National Bank Financial with Mr. Leclerc, Ms.
Brodrick, Mr. Yip and National Bank Financial. Although National Bank Financial
did not make a formal presentation, it was again present at the meeting of the
independent committee to review various financial analyses and to affirm its
oral fairness opinion (which opinion was later confirmed by delivery of a
written opinion) that the exchange ratio was fair, from a financial point of
view, to the holders of Echo Bay common shares (other than Kinross). The Echo
Bay independent committee then unanimously delivered its recommendation to the
board of directors of Echo Bay that the board of directors approves the
combination and related matters, subject to satisfactory completion of the
definitive agreements. On the evening of June 9, 2002, the Echo Bay board of
directors concluded that the combination was fair to and in the best interests
of Echo Bay and its shareholders. Accordingly, the Echo Bay board of directors
approved the combination and authorized management to proceed with the execution
of the combination agreement and related documents. Of the two Newmont
representatives on Echo Bay's board of directors, only David Harquail, President
and Managing Director of Newmont Capital Limited, attended the meeting and he
did not participate in the vote.



     Also on June 9, two subsidiaries of Echo Bay entered into a new asset
purchase agreement with a subsidiary of Newmont, providing for the sale of the
McCoy/Cove complex. Under the February 13, 2002 letter agreement, Newmont had no
obligation to complete the acquisition. Newmont indicated it was willing to
proceed with the acquisition of the McCoy/Cove complex only if the business
combination was completed and the cash payment was eliminated. Accordingly, a
new agreement was reached expressly containing these two conditions and
replacing the February 13, 2002 letter agreement. The closing of the transaction
pursuant to the new agreement is subject to, among other conditions, the
completion of the combination of Echo Bay, Kinross and TVX. In consideration for
the purchase of the McCoy/Cove assets, the purchaser agreed to assume all
liabilities and obligations relating to the reclamation and remediation required
for the McCoy/Cove complex.


     On June 10, 2002, Echo Bay, Kinross, TVX and their respective financial and
legal advisors finalized the combination agreement and the applicable lock-up
agreements on a basis that satisfactorily resolved the outstanding issues. The
parties issued a joint press release announcing the combination on June 10,
2002.

RECOMMENDATION OF THE BOARD OF DIRECTORS


     The Echo Bay independent committee and board of directors has determined
that the combination of Echo Bay, Kinross and TVX is fair to, and in the best
interests of, Echo Bay and its shareholders and recommends that the Echo Bay
shareholders vote or grant a proxy to vote FOR the special resolution to be
considered at the special meeting. In arriving at its recommendation to support
the combination, no negative votes were cast. All board members participated in
the vote except for the two board members who are also employees of Newmont. Mr.
Harquail was present at the meeting but abstained from voting. Mr. Binns did not
attend the meeting.


REASONS FOR THE BOARD'S RECOMMENDATION

     In reaching its decision and making its recommendation regarding the plan
of arrangement and business combination, the Echo Bay board of directors
considered a number of factors, including the following:

     -  the analysis and opinion of National Bank Financial that, as of June 10,
        2002, the exchange ratio is fair, from a financial point of view, to
        Echo Bay shareholders (other than Kinross);

                                        12



     -  based on the 30-day average trading prices (up to and including June 7,
        2002, the last trading day prior to the announcement of the combination)
        on the Toronto Stock Exchange of Kinross and Echo Bay, the exchange
        ratio of 0.52 of a Kinross common share per share of Echo Bay implies a
        price of Cdn.$1.81 for each Echo Bay common share, representing a 24%
        premium to market as at June 7, 2002;


     -  the combined company will be a senior gold producer with a strong group
        of exploration and development projects to allow for internal growth and
        will also have the financial resources to be competitive in seeking
        properties and projects in the future;

     -  there may be operational synergies and cost savings;

     -  the unanimous recommendation of the independent committee of the board
        of directors; and

     -  the terms of the combination agreement are customary and reasonable.

     The Echo Bay board of directors believes that each of the above factors
generally supported its determination and recommendation. The Echo Bay board
also considered potentially negative factors, which included:

     -  the risk to Echo Bay shareholders that, at the completion of the
        business combination, the value of Kinross common shares received in the
        arrangement will be less than the value of the Kinross common shares at
        the time of the announcement of the combination agreement;

     -  the risk that the potential benefits sought in the combination might not
        be fully realized; and


     -  that there can be no assurance that any of the long-term prospects for
        increasing shareholder value or any of the other potential benefits
        discussed in this section will be realized.


     The Echo Bay board of directors determined that the negative factors were
outweighed by the potential benefits of the combination.


     The foregoing discussion of the information and factors considered by the
Echo Bay board of directors is not meant to be exhaustive, but is believed to
include the material information and factors considered by all board members
voting on the combination. In view of the complexity of those factors, both
positive and negative, the Echo Bay board did not find it practical to quantify,
rank or otherwise assign relative or specific weights to the factors considered
in reaching its decision. In addition, individual members of the Echo Bay board
may have given different weight to different factors.


FAIRNESS OPINION

     Pursuant to an engagement letter dated May 23, 2002, the Echo Bay board of
directors retained the services of National Bank Financial in connection with
the arrangement, which services included advice and assistance to the
independent committee of the Echo Bay board of directors as well as to the Echo
Bay board itself and the preparation and delivery to the independent committee
and the Echo Bay board of an opinion as to the fairness of the Echo Bay exchange
ratio, from a financial point of view, to the Echo Bay shareholders (other than
Kinross). Echo Bay has agreed to pay National Bank Financial fees totalling
Cdn.$2.5 million for its services as financial adviser to Echo Bay, including
the delivery of the National Bank Financial fairness opinion, Cdn.$1.5 million
of which is contingent on completion of the arrangement. In addition, Echo Bay
has agreed to reimburse National Bank Financial for its reasonable out-of-pocket
expenses, including fees and expenses of its legal counsel, and to indemnify
National Bank Financial in respect of certain liabilities that might arise out
of its engagement. National Bank Financial also provided investment banking
services to Echo Bay as part of the underwriting group for Echo Bay's May 2002
share issuance for which the firm was paid $524,000.

     National Bank Financial is a leading Canadian investment dealer, whose
business includes corporate finance, mergers and acquisitions, equity and fixed
income sales and trading, and investment research. As part of its investment
banking business, National Bank Financial is regularly engaged in evaluating
businesses in connection with mergers and acquisitions, underwritings, secondary
distributions of listed and unlisted shares and other securities. The Echo Bay
board selected National Bank Financial to render a fairness opinion to the Echo
Bay board and the independent committee on the basis of the firm's expertise and
reputation.

     National Bank Financial acts as a trader and dealer, both as principal and
agent, in major financial markets and, as such, may have had and may in the
future have positions in the securities of Echo Bay, Kinross, and TVX, from time
to time, and may have executed or may execute transactions for such companies
and clients from whom it received or

                                        13


may receive compensation. National Bank Financial, as a dealer, conducts
research on securities and may, in the ordinary course of its business, provide
research reports and investment advice to its clients on investment matters.


     National Bank Financial made a formal presentation and provided an oral
opinion to the independent committee of the board of directors of Echo Bay
during a meeting held by the independent committee on June 5, which oral opinion
was affirmed orally on June 9, 2002 and in writing on June 10, 2002 to the
effect that, as of June 10, 2002, the Echo Bay exchange ratio is fair, from a
financial point of view, to the Echo Bay shareholders (other than Kinross). The
written National Bank Financial fairness opinion will be made available for
inspection and copying at the registered office of Echo Bay (Suite 1210, 10180
-- 101 Street, Edmonton, Alberta, Canada, T5J 3S4) during its regular business
hours by any interested holder of Echo Bay common shares or the holder's
designated representative. Alternatively, upon request to Echo Bay, a copy of
the opinion will be mailed by Echo Bay to any such holder or representative.


     In arriving at its opinion, National Bank Financial reviewed and relied
upon certain publicly available information concerning Echo Bay, Kinross and
TVX, as well as non-public information made available by Echo Bay about itself
and, under confidentiality agreements, about Kinross and TVX. National Bank
Financial also reviewed drafts of various agreements intended to give effect to
the plan of arrangement and business combination and discussed with
representatives of the parties their past and current operations and financial
conditions as well as the prospects for each corporation and the combined
company. National Bank Financial considered financial and operating matters on a
pro forma basis and took into account such other industry reports and data,
other information and analyses as it considered appropriate in the
circumstances.

     National Bank Financial relied upon, and assumed the completeness, accuracy
and fair presentation of all financial and other information, data, advice,
opinions and representations obtained by National Bank Financial from public
sources or information provided to National Bank Financial by Echo Bay, Kinross
and TVX and their respective affiliates and advisers or otherwise pursuant to
this engagement. National Bank Financial did not attempt to verify independently
the accuracy or completeness of any such information, data, advice, opinions and
representations. For purposes of rendering the National Bank Financial fairness
opinion, National Bank Financial has assumed that, in all respects material to
its analysis, the representations and warranties of Echo Bay, Kinross and TVX
contained in the combination agreement were true, accurate and complete, in all
material respects, Echo Bay, Kinross and TVX will each perform all of the
respective covenants and agreements to be performed by it under the combination
agreement and all conditions to the obligations of each of Echo Bay, Kinross and
TVX as specified in the combination agreement will be satisfied without any
waiver thereof. National Bank Financial has also assumed that all material
governmental, regulatory, court or other approvals and consents required in
connection with the consummation of the arrangement will be obtained and that in
connection with obtaining any necessary governmental, regulatory, court or other
approvals and consents, no limitations, restrictions or conditions will be
imposed that would have a material adverse effect on Echo Bay, Kinross, TVX or
the combined company.

     National Bank Financial did not make or obtain any independent evaluations
or appraisals of the assets or liabilities, contingent or otherwise, of Echo
Bay, Kinross, TVX or affiliated entities. National Bank Financial expressed no
opinion as to Echo Bay's, Kinross' and TVX's underlying valuation, future
performance or long-term viability, or the price at which Kinross common shares
would trade upon or after announcement or consummation of the arrangement. In
connection with its engagement, National Bank Financial did not solicit third
party indications of interest in the possible acquisition of all or part of Echo
Bay. National Bank Financial's opinion was necessarily based on the information
available to National Bank Financial and general economic, financial and stock
market conditions and circumstances as they existed and could be evaluated by
National Bank Financial as of the date of its opinion. Although subsequent
developments may affect its opinion, National Bank Financial does not have any
obligation to update, revise or reaffirm its opinion.


     This summary is a materially complete description of National Bank
Financial's opinion and advice and comment to the Echo Bay independent committee
and the Echo Bay board of the financial analyses performed and factors
considered by National Bank Financial in connection with its opinion. The
preparation of a fairness opinion is a complex analytical process involving
various determinations as to the most appropriate and relevant methods of
financial analysis and the application of those methods to the particular
circumstances and, therefore, a fairness opinion is not readily susceptible to
summary description. National Bank Financial believes that its analyses and this
summary must be considered as a whole and that selecting portions of its
analyses and factors without considering all analyses and factors or the
narrative description of the analyses, could create a misleading or incomplete
view of the processes underlying National Bank Financial's analyses and opinion.


                                        14



     The following is a summary of the material procedures and analyses
performed by National Bank Financial in assessing the financial fairness of the
Echo Bay exchange ratio as of June 10, 2002:


NET ASSET VALUE ANALYSIS

     The net asset value approach involves the discounting of an expected stream
of future cash flows contained in a life of mine plan using a range of
appropriate discount rates. National Bank Financial utilized an un-levered
discounted cash flow analysis whereby pre-interest and after-tax earnings, after
deducting capital expenditures, were used to calculate free cash flows. To
determine a range of present value for the expected stream of cash flow, the
free cash flows were discounted using discount rates of 0%, 3% and 6%, assuming
an appropriate industry capital structure for each of Echo Bay and the combined
company. This range of value was then adjusted for any assets or liabilities not
taken into account in the determination of the free cash flows, such as
investments, redundant assets or contingent liabilities, to calculate a range of
values for Echo Bay and the combined company. Finally, to determine the fair
market value of the common equity employed in Echo Bay and the combined company,
the fair market value of their respective debt, if any, was deducted from the
values calculated.

     The net asset value methodology requires that certain assumptions be made
regarding, among other things, life of mine plans, future cash flows, discount
rates, grade, gold prices and growth rates. In performing sensitivities,
National Bank Financial used a range of gold price assumptions of $275 to $350
per ounce. The possibility that some of these assumptions will prove to be
inaccurate is one factor involved in the determination of the discount rates to
be used and results in a range of value. National Bank Financial's estimate of
free cash flows was based on Echo Bay's, Kinross' and TVX's life of mine
projections, after first considering the reasonableness of the underlying
assumptions and making certain adjustments to these life of mine plans. In
making adjustments to the respective life of mine projections, National Bank
Financial performed a range of sensitivity analyses on projected tonnes, grade,
capital expenditures, and timing of probable reserves and resources coming into
proven reserves, reclamation costs, and on a range of certain general and
administrative and operating synergies.


     Using the net asset value per share ranges for both Echo Bay and the
combined company, National Bank Financial applied a price/net asset value
multiple based upon multiples of other mid-tier North American gold mining
companies (a list of which may be found in the section entitled "Comparable
Trading Statistics" on page 17) of comparable size and quality. The analysis
assumed a $300 per ounce gold price and a 3% discount rate. The selected per
share equity value range for Echo Bay of $0.84 to $1.11 was compared to the
implied equity value range of the combined company, after having applied the
Echo Bay exchange ratio, of $0.88 to $1.16.



     National Bank Financial also applied the Echo Bay exchange ratio to the
June 7, 2002 closing price (the last trading day prior to the announcement of
the combination) and the average trading price for the 20 trading days ending on
June 7, 2002 of the Kinross common shares on the Toronto Stock Exchange and
compared the resulting prices to Echo Bay's net asset value per share calculated
at gold prices of $275 to $350 per ounce, resulting in implied price/net asset
value multiples. The price/net asset value multiples for Echo Bay range from
3.2x to 9.9x and 3.1x to 9.6x based on the June 7 closing price and 20-day
average trading price, respectively. These ranges were compared to the price/net
asset value multiples of the same mid-tier North American gold mining companies
referenced above and the same gold and discount assumptions which resulted in a
range of price/net asset value multiples of 2.0x - 10.0x. The results of the
foregoing analysis are set out below:





                                        COMPARABLE
                                          COMPANY
                                         MULTIPLE
                                         RANGES**                  ECHO BAY MULTIPLE AT     ECHO BAY MULTIPLE AT
                                        -----------  ECHO BAY AT   0.52X WITH KINROSS AT     0.52X WITH KINROSS
                                        LOW   HIGH    MARKET***         MARKET****           20-DAY AVERAGE*****
                                        ----  -----  -----------   ---------------------   -----------------------
                                                                            
NET ASSET VALUE (NAV) ANALYSIS*
Price/NAV ($350/oz. Gold)               2.0x  2.3x      2.9x               3.2x                     3.1x
Price/NAV ($325/oz. Gold)               2.8x  3.2x      3.6x               4.1x                     3.9x
Price/NAV ($300/oz. Gold)               3.5x  4.8x      5.2x               5.8x                     5.6x
Price/NAV ($275/oz. Gold)               6.0x  10.0x     9.2x               9.9x                     9.6x




Notes:


*     3% Discount Rate


**    Based on the closing price of each company's common stock on June 7, 2002


***   Based on the closing price of Echo Bay's common stock on June 7, 2002


****  Based on an implied share price of Echo Bay calculated by multiplying the
      closing price of Kinross' common stock on June 7, 2002 by the exchange
      ratio of 0.52


***** Based on an implied share price of Echo Bay calculated by multiplying the
      average closing price of Kinross' common stock for the 20 trading days
      prior to June 7, 2002 by the exchange ratio of 0.52


                                        15


ACCRETION/DILUTION ANALYSIS

     National Bank Financial reviewed the results of the Echo Bay financial
model and life of mine plan on a stand-alone basis on an earnings, cash flow and
net asset value on a per share basis to those resulting from the financial model
of the combined company and life of mine plan at gold prices ranging from $275
to $350 per ounce after taking into account the arrangement and transactions
contemplated thereby. National Bank Financial reviewed the results of the Echo
Bay financial model and life of mine plan and the financial model of the
combined company and life of mine plan after first considering the
reasonableness of the underlying assumptions and making certain adjustments to
these financial models and life of mine plans. In making adjustments to the
respective financial models and life of mine plans, National Bank Financial
performed a range of sensitivity analyses on projected tonnes, grade, capital
expenditures, synergies, and timing of probable reserves and resources coming
into proven reserves.


     The results of the analysis set out below indicated that the transaction
was accretive to Echo Bay shareholders' cash earnings, cash flow and net asset
value per share. Accretion may be defined as that amount (which can be expressed
in dollars and as a percent) that the combined entities' per share metrics,
applying the Echo Bay exchange ratio, are above (accretive) or below (dilutive)
the corresponding metric for Echo Bay on stand-alone basis.



ACCRETION/DILUTION ANALYSIS


(To Echo Bay Shareholders)





                                                                      GOLD PRICES
                                                              ----------------------------
                                                                         
ACCRETION (DILUTION) % TO:                                      $275   $300  $ 325   $ 350
Cash Earnings*                                                 14.3%   0.0%   8.3%    7.1%
Cash Flow**                                                   150.0%  40.0%  42.9%   33.3%
NAV/Share***                                                   48.2%  46.9%  48.0%   48.7%




Notes:


*   After tax earnings before depreciation, amortization, transaction costs, one
    time costs and increase in equity component of convertible debentures


**  Cash flow from operations


*** 3% Discount Rate



COMPARABLE TRANSACTIONS



     National Bank Financial reviewed publicly available information on selected
acquisition transactions of gold companies and operating properties. National
Bank Financial reviewed the following 15 selected transactions in the gold
mining industry announced since 1997:



COMPANY ACQUISITIONS (ANNOUNCED 2000-2002)





ACQUIRER                                          TARGET
--------                                          ------
                                               
-  Placer Dome Inc.                               -  AurionGold Ltd.
-  Glamis Gold Ltd.                               -  Francisco Gold Corp.
-  Meridian Gold Inc.                             -  Brancote Holdings plc
-  Newmont Mining Corporation                     -  Normandy Mining Limited
-  Delta Gold Ltd.                                -  Gold Fields Ltd.
-  Sons of Gwalia Limited                         -  Pacmin Mining Corporation
-  Barrick Gold Corporation                       -  Homestake Mining Company
-  Harmony Gold Mining Company Limited            -  New Hampton Goldfields Limited
-  Newmont Mining Corporation                     -  Battle Mountain Gold Company



                                        16



OPERATING PROPERTIES (ANNOUNCED 1997-2001)





ACQUIRER                                          TARGET
--------                                          ------
                                               
-  Gold Fields Ltd.                               -  WMC Ltd. (Agnew & St. Ives gold operations)
-  Gold Fields Ltd.                               -  St. Helena Gold Mines Ltd.
-  AngloGold Limited                              -  Acacia Resources Ltd.
-  Gold Fields Ltd.                               -  Anglogold Limited (Driefontein Consolidated)
-  AngloGold Limited                              -  Minorco SA (Gold Assets)
-  Newmont Mining Corporation                     -  Santa FE Pacific Gold Corp. (Various Assets)




     National Bank Financial considered these transactions based on the
enterprise value, calculated as equity value plus debt, preferred shares and
minority interest less cash and cash equivalents, and the equity value for each
of the comparable transactions compared to such acquired companies' reserves and
production, where available. National Bank Financial also reviewed premiums paid
to shareholders of acquired companies in these transactions as at the date of
announcement of the transaction and based on the average trading prices over the
preceding 10- to 20-day period. National Bank Financial then applied a range of
selected enterprise value multiples from these transactions to the corresponding
data of Echo Bay and the combined company. The results of the analysis are set
forth below:





                                                COMPARABLE TRANSACTION    ECHO BAY AT   ECHO BAY AT 0.52X WITH
                                                        RANGES              MARKET*      KINROSS AT MARKET**
                                                -----------------------   -----------   ----------------------
           COMPARABLE TRANSACTIONS                LOW            HIGH
           -----------------------              --------       --------
                                                                            
Enterprise Value/Reserves ($/oz.).............   $  120         $  150      $  164              $  184
Enterprise Value/Production Estimate
  ($/oz.).....................................   $1,000         $1,200      $1,162              $1,302



---------------


Notes:



*  Based on the closing price of Echo Bay's common stock on June 7, 2002



** Based on an implied share price of Echo Bay calculated by multiplying the
   closing price of Kinross' common stock on June 7, 2002 by the exchange ratio
   of 0.52



     National Bank Financial used the foregoing results to arrive at a selected
per share equity value range for Echo Bay of $0.96 to $1.17 as compared to the
implied equity value range of the combined company, after having applied the
Echo Bay exchange ratio, of $1.03 to $1.27 per share.


COMPARABLE TRADING STATISTICS


     National Bank Financial compared public market trading statistics of Echo
Bay and Kinross to corresponding data of the following 12 selected publicly
traded gold companies based in North America and elsewhere,





MID-TIER NORTH AMERICAN             SENIOR NORTH AMERICAN               AFRICAN
-----------------------             ---------------------               -------
                                                                  
-  Agnico-Eagle Mines Ltd.          -  Barrick Gold Corp.               -  AngloGold Limited
-  Echo Bay Mines Ltd.              -  Newmont Mining Corporation       -  Gold Fields Ltd.
-  Glamis Gold Ltd.                 -  Placer Dome Inc.
-  Kinross Gold Corporation                                             AUSTRALIAN
-  Meridian Gold Inc.
-  TVX Gold Inc.                                                        -  Newcrest Mining Ltd.




     National Bank Financial examined multiples based on the enterprise value,
and the equity value for each of the comparable companies based on reserves,
resources, production, cash costs, total costs, earnings, earnings before
interest, taxes, depreciation and amortization (EBITDA), cash flow and net asset
value at gold prices ranging from $275 to $350 per ounce, where available.
National Bank Financial also reviewed industry research reports and analysis on
Echo Bay, Kinross and TVX with respect to future gold prices and financial
prospects. All multiples were based on closing stock prices as at June 7, 2002.
Estimated financial data for the selected companies was based on publicly
available research analysts' estimates and public disclosure by the selected
companies. National Bank Financial then


                                        17



applied a range of selected multiples to corresponding data of Echo Bay and the
combined company. The results of the analysis are set forth below:





                                                    COMPARABLE          ECHO BAY     ECHO BAY AT 0.52X WITH
                                                TRANSACTION RANGES     AT MARKET*     KINROSS AT MARKET**
                                                -------------------    ----------    ----------------------
                                                  LOW        HIGH
COMPARABLE TRADING STATISTICS                   -------     -------
                                                                         
Enterprise Value/Reserves ($/oz.).............  $  160      $  180       $  164              $  184
Enterprise Value/Resources ($/oz.)............  $  150      $  180       $  160              $  179
Enterprise Value/2002 Production Estimate
  ($/oz.).....................................  $1,050      $1,250       $1,162              $1,302
Enterprise Value/EBITDA (LTM).................    13.5x       16.0x        15.5x               17.3x
Equity Value/2002 Cash Flow Estimate*.........    11.0x       13.5x        12.2x               13.7x



---------------


Notes:



* I.B.E.S. Estimates



     National Bank Financial used the foregoing results to arrive at a selected
per share equity value range for Echo Bay of $1.11 to $1.31 as compared to the
implied equity value range of the combined company, after having applied the
Echo Bay exchange ratio, of $1.18 to $1.46 per share.


PREMIUMS PAID ANALYSIS

     National Bank Financial compared the closing prices for Echo Bay common
shares and Kinross common shares on the Toronto Stock Exchange on June 7, 2002
resulting in a premium of 12% and also calculated the premiums based on the
average closing Kinross share price and the average Echo Bay daily closing
prices for the 20 trading day (27%) and 30 trading day (39%) periods ending June
7, 2002. Using the average share price of both Kinross and Echo Bay resulted in
a premium of 23% over the 20 trading day average and 24% over the 30 day
average.

CONTRIBUTION ANALYSIS

     National Bank Financial reviewed the contribution attributed to each of
Echo Bay, Kinross and TVX to the combined company on the basis of their relative
estimated net asset value, enterprise value, reserves, estimated 2002
production, equity value, estimated 2002 and 2003 net income and estimated 2002
and 2003 cash flow. The negotiated pro forma ownership positions of the Echo
Bay, Kinross and TVX shareholders were then compared to these computations based
on a range of gold prices of $275 to $350 per ounce.


     The Echo Bay contribution, established by the exchange ratio as 28.3% of
the combined company, compared with a range of 17.8% to 33.6% measured by
reference to all criteria but for 2002 cash flow and 2003 forecast net income.
In the latter cases, the Echo Bay contribution was significantly lower. The full
results of these analyses are set forth below:



CONTRIBUTION ANALYSIS


(Echo Bay % Contribution)




                                                                  
Echo Bay Contribution at 0.52 Exchange Ratio                   28.3%






                                                               LOW       HIGH
                                                              ------    ------
                                                                  
NAV.........................................................   22.9%     23.4%
2002 Net Income.............................................   33.5%     33.6%
2003 Net Income.............................................    7.9%     21.3%
2002 Cash Flow..............................................    6.6%     12.1%
2003 Cash Flow..............................................   17.8%     26.5%
Enterprise Value (June 7, 2002).............................   26.4%     26.4%
Equity Value (June 7, 2002).................................   29.8%     29.8%
Reserves (Tonnes)...........................................   29.7%     29.7%
2002 Production Estimates...................................   31.4%     31.4%



     The actual results achieved by the combined companies may vary from
projected results and the variations may be material. The above analysis was
reviewed by National Bank Financial not as an indicator of value, but rather as
a point of reference to provide an additional perspective in its evaluation of
the Echo Bay exchange ratio.

                                        18


THE OPINION

     In the opinion of National Bank Financial, based on the scope of its review
and subject to the qualifications and assumptions set forth in the fairness
opinion as of the date thereof, the Echo Bay exchange ratio is fair, from a
financial point of view, to the Echo Bay shareholders other than Kinross.

     The directors accept the fairness opinion and they have concluded that the
exchange ratio of Echo Bay common shares for Kinross common shares is fair, from
a financial point of view, to Echo Bay shareholders and is in the best interest
of Echo Bay.

                               SPECIAL RESOLUTION


     The resolution is a special resolution. Accordingly, the affirmative vote,
in person or by proxy, of not less than 66 2/3% of the votes cast thereon at the
special meeting is required in order to pass the special resolution. Unless
otherwise indicated, the persons named in the accompanying form of proxy intend
to vote FOR the special resolution. The plan of arrangement is further subject
to obtaining a final order of the Superior Court of Ontario.


     Set forth below is the text of the special resolution:

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

     1.    The plan of arrangement, whereby the businesses of Echo Bay Mines
           Ltd., Kinross Gold Corporation and TVX Gold Inc. are to be combined
           pursuant to the Canada Business Corporations Act, as more fully
           described in and attached to the circular, be and is hereby approved.

     2.    The combination agreement among Echo Bay Mines Ltd., Kinross Gold
           Corporation and TVX Gold Inc., as more fully described in and
           attached to the circular, is hereby confirmed, ratified and approved.

     3.    Amendments to the plan of arrangement and combination agreement may
           be made pursuant to sections 6.3 and 6.1, respectively, thereof.

     4.    The board of directors of Echo Bay may decide to amend or not to
           proceed with the plan of arrangement or to revoke this special
           resolution prior to the time the Superior Court of Ontario makes its
           final order approving the plan of arrangement, notwithstanding that
           this special resolution has been duly passed by the shareholders of
           Echo Bay.

     5.    Any officer or director of Echo Bay is authorized and directed to
           execute and deliver such certificates, instruments, agreements,
           notices or other documents in the name of and on behalf of Echo Bay
           and under its corporate seal or otherwise and to do such other acts
           and things as, in the opinion of such person, may be necessary or
           desirable in connection with the plan of arrangement and with the
           performance by Echo Bay of its obligations pursuant thereto, and to
           give effect to the foregoing and facilitate the implementation of
           this special resolution."

                             SHAREHOLDER PROPOSALS


     If the arrangement is not consummated, proposals of shareholders intended
to be presented at the next annual meeting must be received by Echo Bay for
inclusion in its management information circular for that meeting on or before
February 27, 2003, after which date a proposal will be considered untimely. You
should direct any proposal to Echo Bay's Vice President and Secretary at the
registered office of Echo Bay, Suite 1210, 10180 -- 101 Street, Edmonton,
Alberta, Canada, T5J 3S4.


                             APPROVAL OF DIRECTORS

     The contents and sending of this circular have been approved by the board
of directors of Echo Bay.

     Dated at Edmonton, Alberta, Canada this  -- day of  -- , 2002.

                                         ---------------------------------------
                                         Lois-Ann L. Brodrick
                                         Vice President and Secretary

                                        19


                              ALBERTA CERTIFICATE

     The foregoing Management Information Circular, and the accompanying
Management Information Circular Supplement to the extent that the information
was provided by Echo Bay, contains no untrue statement of a material fact and
does not omit to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the circumstances
in which it was made.

     Dated this  -- day of  -- , 2002.


                                               
----------------------------------------------    ----------------------------------------------
Robert L. Leclerc                                 Tom S. Q. Yip
Chairman and Chief Executive Officer              Vice President, Finance and Chief Financial
                                                  Officer


                                        20


THESE MATERIALS REQUIRE YOUR IMMEDIATE ATTENTION. THEY REQUIRE SHAREHOLDERS TO
MAKE IMPORTANT DECISIONS. IF YOU ARE IN DOUBT AS TO HOW TO MAKE YOUR DECISION,
YOU SHOULD IMMEDIATELY CONTACT YOUR PROFESSIONAL ADVISORS.

                             COMBINATION INVOLVING

                            KINROSS GOLD CORPORATION

                                 TVX GOLD INC.

                                     -AND -

                              ECHO BAY MINES LTD.

                                   MANAGEMENT
                              INFORMATION CIRCULAR
                                   SUPPLEMENT

                           ACCOMPANYING THE NOTICE OF
                              SPECIAL MEETING AND
                      MANAGEMENT INFORMATION CIRCULAR FOR
                          THE SHAREHOLDERS OF EACH OF
                    KINROSS GOLD CORPORATION, TVX GOLD INC.
                            AND ECHO BAY MINES LTD.

                                    --   , 2002


                               TABLE OF CONTENTS



                                                           
INFORMATION FOR UNITED STATES SHAREHOLDERS..................  S-iii
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION.........  S-iii
CAUTION REGARDING FORWARD-LOOKING STATEMENTS................  S-iii
SUMMARY.....................................................   S-1
  Dissenting Shareholders' Rights...........................   S-1
  The Combination Agreement.................................   S-1
     Covenants Regarding Non-Solicitation and Superior
      Proposals.............................................   S-1
     Right to Match Superior Proposal.......................   S-2
     Conditions to Completion of the Combination............   S-2
     Reimbursement of Expenses..............................   S-4
     Liquidated Damages.....................................   S-3
     Termination of the Combination Agreement...............   S-4
  Effective Date of the Combination.........................   S-4
  Kinross After Completion of the Combination...............   S-5
  Stock Exchange Listings...................................   S-5
  Accounting Treatment......................................   S-5
  Exchange of Share Certificates............................   S-6
  Selected Consolidated Historical Financial Data of
     Kinross................................................   S-7
  Selected Consolidated Historical Financial Data of TVX....   S-9
  Selected Consolidated Historical Financial Data of Echo
     Bay....................................................  S-11
  Selected Unaudited Pro Forma Consolidated Financial
     Information............................................  S-13
  Comparative Per Share Data................................  S-16
  Comparative Market Price Data.............................  S-17
RISK FACTORS................................................  S-18
THE MEETINGS................................................  S-23
THE COMBINATION.............................................  S-24
RECOMMENDATIONS OF DIRECTORS................................  S-24
INTENTIONS OF SIGNIFICANT SHAREHOLDERS......................  S-24
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS OF KINROSS,
  TVX AND ECHO BAY IN THE ARRANGEMENT.......................  S-27
DISSENTING SHAREHOLDERS' RIGHTS.............................  S-30
THE COMBINATION AGREEMENT...................................  S-33
THE TVX NEWMONT AMERICAS JOINT VENTURE TRANSACTION..........  S-45
REGULATORY MATTERS..........................................  S-49
MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS OF THE
  ARRANGEMENT...............................................  S-53
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS OF
  THE ARRANGEMENT...........................................  S-57
KINROSS AFTER COMPLETION OF THE COMBINATION.................  S-64
STOCK EXCHANGE LISTINGS.....................................  S-73
ACCOUNTING TREATMENT........................................  S-73
THE McCOY/COVE TRANSACTION..................................  S-73
EXCHANGE OF SHARE CERTIFICATES..............................  S-75
PRICE RANGE AND TRADING VOLUMES OF COMMON SHARES............  S-76
ELIGIBILITY FOR INVESTMENT..................................  S-78
COMPARISON OF RIGHTS OF SHAREHOLDERS UNDER THE OBCA AND
  CBCA......................................................  S-78
DOCUMENTS INCORPORATED BY REFERENCE.........................  S-80



                                       S-i



                                                           
Schedule A -- Information Concerning Kinross................   A-1
Schedule B -- Information Concerning TVX....................   B-1
Schedule C -- Information Concerning Echo Bay...............   C-1
Compilation Report of the Auditors to the Directors of
  Kinross...................................................   F-1
Pro Forma Consolidated Financial Statements of Kinross......   F-2
Interim Consolidated Financial Statements of Kinross........  F-12
Auditors' Report to the Shareholders of Kinross.............  F-25
Annual Consolidated Financial Statements of Kinross.........  F-26
Interim Consolidated Financial Statements of TVX............  F-53
Auditors' Report to the Directors of TVX....................  F-61
Annual Consolidated Financial Statements of TVX.............  F-62
Interim Consolidated Financial Statements of Echo Bay.......  F-82
Report of Independent Chartered Accountants to the Directors
  of Echo Bay...............................................  F-92
Annual Consolidated Financial Statements of Echo Bay........  F-93
Exhibit A -- Combination Agreement and Amendment thereto
Exhibit B -- Interim Order
Exhibit C -- Plan of Arrangement
Exhibit D -- Section 190 of the Canada Business Corporations
  Act



                                       S-ii


                   INFORMATION FOR UNITED STATES SHAREHOLDERS

     Neither the transactions described in this circular nor the securities to
be distributed in connection with the arrangement have been approved or
disapproved by any Canadian securities regulatory authority, the United States
Securities and Exchange Commission or any state securities commission nor has
any Canadian securities regulatory authority, the SEC or any state securities
commission passed upon the fairness or merits of such transactions or upon the
accuracy or adequacy of the information contained in this circular and any
representation to the contrary is unlawful.

     Kinross, TVX and Echo Bay are each Canadian corporations and certain of
their respective directors and officers, as well as certain of the experts named
herein, are neither citizens nor residents of the United States. A substantial
part of Kinross', TVX's and Echo Bay's respective assets and the assets of
several of such persons are located outside the United States. As a result, it
may be difficult for shareholders to effect service of process within the United
States upon such persons or to enforce against such persons or Kinross, TVX or
Echo Bay, judgements of courts of the United States in Canada, including
judgements predicated upon the civil liability provisions of the federal
securities laws of the United States.

              CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

     THIS CIRCULAR CONTAINS FINANCIAL INFORMATION EXPRESSED IN BOTH U.S. DOLLARS
AND CANADIAN DOLLARS. IN THIS CIRCULAR, CANADIAN DOLLARS ARE REFERRED TO AS
"CDN.$" OR "CANADIAN DOLLARS" AND U.S. DOLLARS ARE REFERRED TO AS "$", "U.S.
DOLLARS" OR "DOLLARS". EXCEPT AS OTHERWISE STATED, ALL DOLLAR AMOUNTS REFERRED
TO IN THIS CIRCULAR ARE EXPRESSED IN U.S. DOLLARS.


     The high, low, average and end of period exchange rates for the U.S. dollar
expressed in Canadian dollars for each of the periods indicated, based on the
noon spot rate quoted by the Bank of Canada, were as follows:




                        THREE MONTHS                          YEAR ENDED DECEMBER 31,
                           ENDED        -------------------------------------------------------------------
                       MARCH 31, 2002      2001          2000          1999          1998          1997
                       --------------   -----------   -----------   -----------   -----------   -----------
                                                                              
High.................   Cdn.$1.6132     Cdn.$1.4936   Cdn.$1.4341   Cdn.$1.4433   Cdn.$1.4075   Cdn.$1.3353
Low..................        1.5767          1.6012        1.5593        1.5514        1.5765        1.4358
Average(1)...........        1.5947          1.5482        1.4852        1.4864        1.4823        1.3838
End of Period........        1.5935          1.5956        1.5002        1.4433        1.5512        1.4352


---------------

Note:

(1) Calculated as an average of the daily noon spot rates for each period.

     As at    --   , 2002, the noon spot rate quoted by the Bank of Canada was
$1.00 = Cdn.$   --   or Cdn.$1.00 = $   --   .

                  CAUTION REGARDING FORWARD-LOOKING STATEMENTS

     THIS CIRCULAR INCLUDES CERTAIN "FORWARD-LOOKING STATEMENTS" WITHIN THE
DEFINITION OF THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
STATEMENTS IN THIS CIRCULAR THAT ARE NOT STATEMENTS OF HISTORICAL FACTS AND
ADDRESS ACTIVITIES, EVENTS OR DEVELOPMENTS THAT KINROSS, TVX OR ECHO BAY EXPECT
OR ANTICIPATE WILL OR MAY OCCUR IN THE FUTURE, INCLUDING SUCH THINGS AS THE
ANTICIPATED EFFECTIVE DATE OF THE COMBINATION, BUSINESS STRATEGY, COMPETITIVE
STRENGTHS, GOALS, EXPANSION AND GROWTH OF KINROSS, TVX AND ECHO BAY BUSINESSES,
OPERATIONS, PLANS, RESERVES AND OTHER SIMILAR MATTERS ARE HEREBY IDENTIFIED AS
FORWARD-LOOKING STATEMENTS. WHEN USED IN THIS CIRCULAR, STATEMENTS TO THE EFFECT
THAT KINROSS, TVX, ECHO BAY OR THEIR RESPECTIVE MANAGEMENTS "BELIEVE", "EXPECT",
"PLAN", "MAY", "WILL", "PROJECT", "ANTICIPATE" OR "INTEND" OR SIMILAR
STATEMENTS, INCLUDING "POTENTIAL", "OPPORTUNITY" OR OTHER VARIATIONS THEREOF,
THAT ARE NOT STATEMENTS OF HISTORICAL FACT SHOULD BE CONSTRUED AS
FORWARD-LOOKING STATEMENTS. THE RISK FACTORS AND CAUTIONARY STATEMENTS DISCUSSED
IN THIS DOCUMENT AND THE DOCUMENTS INCORPORATED BY REFERENCE PROVIDE EXAMPLES OF
RISKS, UNCERTAINTIES AND EVENTS THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE EXPECTATIONS DESCRIBED BY KINROSS, TVX AND ECHO BAY IN THEIR
RESPECTIVE FORWARD-LOOKING STATEMENTS.

                                      S-iii



     YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS CIRCULAR OR, IN THE CASE OF
DOCUMENTS INCORPORATED BY REFERENCE, THE DATE OF THOSE DOCUMENTS. NONE OF
KINROSS, TVX OR ECHO BAY UNDERTAKES ANY OBLIGATION TO RELEASE PUBLICLY ANY
REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES
THAT OCCUR AFTER THE DATE OF THIS CIRCULAR OR TO REFLECT THE OCCURRENCE OF
UNANTICIPATED EVENTS EXCEPT AS MAY BE REQUIRED UNDER APPLICABLE SECURITIES LAWS.
BEFORE YOU VOTE OR GRANT YOUR PROXY AND INSTRUCT HOW YOUR VOTE SHOULD BE CAST ON
ANY MATTER, YOU SHOULD BE AWARE THAT THE OCCURRENCE OF THE EVENTS DESCRIBED IN
THE "RISK FACTORS" SECTION IN THIS CIRCULAR BEGINNING ON PAGE S-18 AS WELL AS
THE SECTIONS ENTITLED "RISK FACTORS" IN SCHEDULES A, B AND C TO THIS CIRCULAR,
COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COMBINED COMPANY.


                                       S-iv


                                    SUMMARY


     This summary highlights selected information contained elsewhere in this
circular. You should carefully read the entire circular and the other documents
to which this circular refers you. Please see "Documents Incorporated by
Reference" on page S-80. We have included page references in parentheses to
direct you to a more complete description of the items presented in this
summary.



                  DISSENTING SHAREHOLDERS' RIGHTS (PAGE S-30)


     Holders of TVX common shares and Echo Bay common shares are entitled to
dissent from the arrangement in the manner provided in section 190 of the CBCA
as modified by the interim order of the Superior Court of Ontario made in
respect of the arrangement and by the plan of arrangement. FAILURE TO COMPLY
STRICTLY WITH THE DISSENT PROCEDURES MAY RESULT IN THE LOSS OR UNAVAILABILITY OF
ANY RIGHT TO DISSENT. The complete text of section 190 of the CBCA is attached
to this circular as Exhibit D, the complete text of the interim order is
attached as Exhibit B and the complete text of the plan of arrangement is
attached as Exhibit C.

     Holders of Kinross common shares are not entitled to rights of dissent
under the Business Corporations Act (Ontario) (which we refer to in this
circular as the "OBCA") or otherwise with respect to any matters to be
considered at the Kinross special meeting.

     The combination is conditional on rights of dissent not being exercised by
the holders of more than 5% of the common shares of either TVX or Echo Bay.


                     THE COMBINATION AGREEMENT (PAGE S-33)


     The following is a summary of certain of the terms and conditions of the
combination agreement.


COVENANTS REGARDING NON-SOLICITATION AND SUPERIOR PROPOSALS (PAGE S-38)


     The combination agreement provides that no party will, or permit its
subsidiaries or material joint venture interests (to the extent that such party
has the power to do so with respect to its material joint venture interests) to,
directly or indirectly, solicit, initiate, facilitate or knowingly encourage the
initiation of an acquisition proposal. An "acquisition proposal" is defined in
the combination agreement to mean:

     -  any proposal or offer for a merger, amalgamation, reorganization,
        recapitalization or other business combination involving a party or a
        material subsidiary or a material joint venture interest of a party;

     -  any proposal or offer to acquire in any manner, directly or indirectly,
        assets which individually or in the aggregate exceed 10% of the
        consolidated assets of a party;

     -  any proposal or offer to acquire in any manner, directly or indirectly,
        any shares or securities convertible, exercisable or exchangeable for
        securities which exceed 10% of the outstanding voting securities of a
        party; or

     -  any sale of treasury shares, or securities convertible, exercisable or
        exchangeable for treasury shares, which exceed 10% of the outstanding
        voting securities of the party or rights or interests therein or
        thereto.

     If the board of directors of a party receives an unsolicited bona fide
acquisition proposal, such board may, however, consider, negotiate, approve or
recommend the acquisition proposal to its shareholders so long as the
acquisition proposal is a superior proposal. A "superior proposal" is defined in
the combination agreement as an unsolicited bona fide acquisition proposal:

     -  in respect of which any required financing has been demonstrated to the
        satisfaction of such board of directors, acting in good faith, to be
        reasonably likely to be obtained;

     -  which is not subject to a due diligence access condition which allows
        access to the books, records and personnel of the party subject to the
        acquisition proposal or any of its material subsidiaries or material
        joint venture interests or their representatives beyond 5:00 p.m.
        (eastern time) on the tenth business day after which access is afforded
        to the person making the acquisition proposal;

     -  in respect of which such board of directors receives an opinion of
        counsel, that is reflected in the minutes of such board of directors,
        that it is required to consider the acquisition proposal in order to
        discharge properly its fiduciary duties; and

                                       S-1


     -  that such board of directors determines in good faith, after
        consultation with its financial advisors, would, if consummated in
        accordance with its terms (but not assuming away any risk of
        non-completion), result in a transaction:

       -  more favourable to its shareholders than the combination;

       -  having consideration with a value greater than the value of the
          consideration provided by the combination; and

       -  that is reasonably capable of being completed within a reasonable
          period of time.


RIGHT TO MATCH SUPERIOR PROPOSAL (PAGE S-39)


     The combination agreement provides that no party shall accept, approve,
recommend or enter into any agreement, arrangement or understanding to implement
a superior proposal without providing to each other party:

     -  written notice that its board of directors has received and is prepared
        to accept a superior proposal; and

     -  a copy of the superior proposal agreement as executed by the third party
        making the superior proposal,

as soon as possible but in any event at least five business days prior to
acceptance of the superior proposal by the board of directors of that party.

     Each other party must be given an opportunity (but does not have the
obligation), before the expiration of the five business day period, to propose
to amend the combination agreement to provide for consideration having a value
and financial and other terms equivalent to or more favourable to the
shareholders of the party that has received a superior proposal than those
contained in such superior proposal, with the result that the superior proposal
would cease to be a superior proposal.

     If the other parties agree to amend the combination agreement in the manner
described above, but otherwise on terms substantially the same as the terms of
the combination agreement, the board of directors of the party that has received
the superior proposal must consider the terms of the amendment, and if it
concludes that the superior proposal is no longer a superior proposal, that
party must not implement the proposed superior proposal, and must agree to amend
the combination agreement.

     If the other parties do not agree to amend the combination agreement, the
party that has received the superior proposal may accept the superior proposal
provided that it pays the other parties an aggregate of Cdn.$28 million in
liquidated damages and, if applicable, the expenses of each such other party up
to a maximum of Cdn.$2.5 million. Thereafter, that party may terminate the
combination agreement and enter into an agreement to implement the superior
proposal.


CONDITIONS TO COMPLETION OF THE COMBINATION (PAGE S-42)


     A number of conditions set forth in the combination agreement must be
satisfied or waived before the combination will be completed. These include:

     -  the approval of the issuance of shares pursuant to the arrangement and
        the election of four additional, agreed-upon individuals to the Kinross
        board of directors by at least a majority of the votes cast by the
        holders of Kinross common shares at the Kinross special meeting;

     -  the approval of the arrangement by at least 66 2/3% of the votes cast by
        the holders of TVX common shares at the TVX special meeting;

     -  the approval of the arrangement by at least 66 2/3% of the votes cast by
        the holders of Echo Bay common shares at the Echo Bay special meeting;

     -  the completion of the purchase by TVX of Newmont's interest in the TVX
        Newmont Americas joint venture;

     -  the granting of a final order sanctioning the arrangement by the
        Superior Court of Ontario in form and substance acceptable to Kinross,
        TVX and Echo Bay, acting reasonably, which shall not have been set aside
        or modified in a manner unacceptable to the parties, on appeal or
        otherwise;

     -  the absence of any juridical or administrative proceeding by or before
        any government entity that, if successful, or any law proposed, enacted,
        promulgated or applied that, would make illegal or otherwise directly or
        indirectly restrain, enjoin or prohibit the combination or result in a
        judgement or assessment of

                                       S-2


        damages relating to the transactions contemplated by the combination
        agreement which causes a material adverse effect on the party that is
        the subject of the proceedings or the proposed law;


     -  the receipt (on terms which will not cause a material adverse effect on
        any of the parties) of all regulatory approvals, which, if not obtained,
        would cause a material adverse effect on any of the parties or
        materially impede the combination;


     -  the approval for listing of the Kinross common shares to be issued in
        the arrangement on the Toronto Stock Exchange and either the American
        Stock Exchange or the New York Stock Exchange, Kinross having agreed to
        use its best efforts to obtain a listing for such shares on the New York
        Stock Exchange;

     -  dissent rights not having been exercised by the holders of more than 5%
        of the outstanding common shares of either TVX or Echo Bay;

     -  representations and warranties of the parties contained in the
        combination agreement being true and correct as of the effective date of
        the combination, except for any breaches of representations and
        warranties which would not have a material adverse effect on any other
        party or materially impede the completion of the combination;

     -  the performance of all covenants of the parties contained in the
        combination agreement, except for those which, if not performed, would
        not have a material adverse effect on any other party or materially
        impede the completion of the combination; and

     -  the absence of any change, condition, event or occurrence with respect
        to any of the parties which has or is reasonably likely to have a
        material adverse effect on any other party, on the combination or on the
        combined company that will result from the combination.


LIQUIDATED DAMAGES (PAGE S-43)


     Each of Kinross, TVX and Echo Bay may become liable to pay liquidated
damages to the other parties if:

     -  the combination agreement is terminated after its board of directors
        changes or withdraws its recommendation with respect to the combination
        in a manner materially adverse to the other parties or which would
        materially impede the completion of the combination;

     -  a bona fide acquisition proposal is made to a party or its shareholders
        and not withdrawn, and its shareholders do not approve that party's
        participation in the combination or the appropriate resolutions are not
        submitted for their approval and, thereafter, the combination agreement
        is terminated and within six months after termination of the combination
        agreement, the party approves or enters into a change of control
        proposal or becomes a subsidiary of a third party. A "change of control
        proposal" in relation to a party is defined in the combination agreement
        to mean:

       -  any proposal or offer for a merger, amalgamation, reorganization,
          recapitalization or other business combination involving it or any of
          its material subsidiaries or material joint venture interests;

       -  any proposal or offer to acquire in any manner, directly or
          indirectly, assets which individually or in the aggregate exceed 50%
          of its consolidated assets;

       -  any proposal or offer to acquire in any manner, directly or
          indirectly, any shares or securities convertible, exercisable or
          exchangeable for securities which exceed 50% of its outstanding voting
          securities; or

       -  any sale of treasury shares or securities convertible, exercisable or
          exchangeable for treasury shares, which exceed 50% of its outstanding
          voting securities; or

     -  the combination agreement is terminated by a party concurrently with
        that party entering into an agreement, arrangement or understanding to
        implement a superior proposal.


     The total amount of liquidated damages payable is Cdn.$28 million, although
the liquidated damages payable will be reduced to Cdn.$20 million in the event
such liquidated damages become payable by any party because its board of
directors withdraws or changes its recommendation with respect to the
combination agreement and such withdrawal or change occurred solely because the
financial advisor to the party has withdrawn or adversely amended its opinion
with respect to the combination. Liquidated damages will be allocated between
and paid to non-defaulting parties in equal amounts.


                                       S-3



REIMBURSEMENT OF EXPENSES (PAGE S-44)



     In the event that the shareholders of any party or parties fail to approve
the arrangement or matters relating to the arrangement and the combination is
not completed for any reason other than the fact that the board of directors of
the non-approving party has withdrawn or changed its recommendation solely
because its financial advisor has withdrawn or adversely amended its opinion
with respect to the combination, then the non-approving party or parties will be
required to reimburse the other parties or party whose shareholders approved the
arrangement or matters relating to the arrangement for their actual third-party
expenses up to a maximum of Cdn.$2.5 million payable to each approving party. In
the event that the shareholders of Echo Bay do not approve the arrangement
solely because Kinross fails to vote its Echo Bay common shares in favour
thereof, Echo Bay shall not be required to make any payment under this
provision.



TERMINATION OF THE COMBINATION AGREEMENT (PAGE S-44)


     Kinross, TVX and Echo Bay may mutually agree, in writing, to terminate the
combination agreement at any time prior to the effective date of the
combination. Also, any party may terminate the combination agreement without the
consent of any other party, before the effective date of the combination, if:

     -  any other party breaches a representation or warranty or fails to comply
        with a covenant contained in the combination agreement which breach or
        failure would have a material adverse effect on any other party or
        materially impede the completion of the combination, or a change,
        condition or event occurs which has or is reasonably likely to have a
        material adverse effect on any other party, on the combination or on the
        combined company that will result from the completion of the
        combination; provided, that the party wishing to terminate the
        combination agreement is not itself in breach of any representation,
        warranty or covenant in any material respect and provided further, that
        the party wishing to terminate the combination agreement has delivered
        notice to the other parties asserting the basis for the termination and
        the breach remains substantially uncured at the earlier of 30 days after
        notice is given and the termination date, which is November 30, 2002
        unless extended as provided for in the combination agreement;

     -  any condition to the obligations of that party to complete the
        arrangement is not capable of being satisfied; provided that the party
        wishing to terminate the combination agreement is not itself in breach
        of any representation, warranty or covenant in any material respect;

     -  a juridical or administrative proceeding is brought, any regulatory
        approval is not received, or rights of dissent are exercised by holders
        of more than 5% of the outstanding common shares of either TVX or Echo
        Bay and, as a result, these conditions to the obligations of the parties
        to effect the combination are incapable of being satisfied; provided
        that the party wishing to terminate the combination agreement is not
        itself in breach of any representation, warranty or covenant in any
        material respect;

     -  the shareholders of any party do not approve the participation of such
        party in the combination;

     -  a party's board of directors approves, and concurrently with the
        termination of the combination agreement enters into an agreement,
        arrangement or understanding to implement a superior proposal and has
        paid the applicable liquidated damages and expenses; or

     -  the board of directors of any other party withdraws or changes its
        recommendations or determinations to its shareholders in a manner
        materially adverse to the other parties or which would materially impede
        the completion of the combination; the party whose board of directors
        has withdrawn or changed its recommendation in a manner materially
        adverse to the other parties or which would materially impede the
        completion of the combination may also terminate the combination
        agreement if such withdrawal or change occurred solely because the
        financial advisor to that party has withdrawn or adversely amended its
        opinion with respect to the combination.

     The combination agreement will automatically terminate on November 30, 2002
(unless extended as provided in the combination agreement) if the combination is
not consummated by such date.


                 EFFECTIVE DATE OF THE COMBINATION (PAGE S-33)



     The combination will be effective on the first business day following the
fulfillment or waiver of the conditions to the completion of the combination set
forth in the combination agreement, or as soon as practical thereafter.


                                       S-4



            KINROSS AFTER COMPLETION OF THE COMBINATION (PAGE S-64)


     Following completion of the combination, Kinross' annual gold production is
expected to be approximately two million ounces at total cash costs of less than
$200 per ounce. Although global in reach, Kinross will have approximately 65% of
its annual production and approximately 50% of its reserves based in the United
States and Canada. Kinross will be the seventh largest primary gold producer in
the world and the only senior North American-based primary gold producer with
less than 5% of its reserves hedged. Kinross will operate and maintain joint
venture interests in 13 gold mines and one base metal mine located on five
continents, including seven underground mines, five open pit mines and two
operations expected to include both open pit and underground mines.


     The management team of Kinross will be led by Mr. Robert Buchan as
President and Chief Executive Officer and Mr. Scott Caldwell as Executive Vice
President and Chief Operating Officer. In addition, Kinross has agreed in the
combination agreement that it will, at the Kinross special meeting, ask the
Kinross shareholders to elect to the Kinross board of directors four additional
agreed-upon directors, being Messrs. Harry S. Campbell, David Harquail, Robert
L. Leclerc and George F. Michals. Mr. Harquail and Mr. Leclerc are currently
directors of Echo Bay.



                      STOCK EXCHANGE LISTINGS (PAGE S-73)



     The Kinross common shares are listed on the Toronto Stock Exchange and the
American Stock Exchange. The Toronto Stock Exchange has conditionally approved
the listing of the Kinross common shares to be issued in connection with the
arrangement. In addition, application has been made to the New York Stock
Exchange to list the Kinross common shares, including the Kinross common shares
to be issued in connection with the arrangement. Kinross has agreed to use its
best efforts to have the Kinross common shares listed on the New York Stock
Exchange. Upon completion of the combination and subject to the Kinross common
shares being listed on the New York Stock Exchange, the Kinross common shares
will cease to be listed and traded on the American Stock Exchange.


     Upon completion of the arrangement, the TVX common shares and the Echo Bay
common shares will each be delisted from the Toronto Stock Exchange. In
addition, the TVX common shares will be delisted from the New York Stock
Exchange and the Echo Bay common shares will be delisted from the American Stock
Exchange and the other international exchanges on which they are currently
listed. However, Echo Bay's outstanding warrants to purchase Echo Bay common
shares will continue to be listed on the Toronto Stock Exchange and the American
Stock Exchange, but will be exercisable for Kinross common shares. Kinross
intends to apply to have TVX cease to be a reporting issuer under Canadian
securities legislation and the registration of the Echo Bay common shares under
the U.S. Securities Exchange Act of 1934, as amended (which we refer to in this
circular as the "Exchange Act"), will be terminated.


     Following the completion of the arrangement, it is expected that Kinross
will continue to be a reporting company subject to the periodic reporting
requirements of the Exchange Act and, as a qualifying Canadian "foreign private
issuer", will continue to be eligible to use the multijurisdictional disclosure
system. The multijurisdictional system permits eligible companies in the United
States and Canada to use the disclosure documents prepared and reviewed under
the laws and procedures of their home country.



     Kinross furnishes its disclosure documents to its United States
shareholders, including its annual report and interim reports, that meet only
the disclosure requirements of Canadian securities regulatory authorities. The
form, content and timing of reports and notices that Kinross files with the SEC
differs in several respects from the reports and notices that Echo Bay currently
files. For example, Kinross is required to file with the SEC an annual report on
Form 40-F within 140 days after the end of each fiscal year and furnish reports
on Form 6-K upon the occurrence of significant events if the events are required
to be disclosed in Canada. In addition, as a "reporting issuer" under Canadian
securities legislation, Kinross is subject to the reporting requirements of the
various securities regulatory authorities in Canada, and is required to prepare
its financial information in accordance with Canadian generally accepted
accounting principles. These accounting principles differ from U.S. generally
accepted accounting principles. Subsequent to the arrangement, Kinross intends
to make periodic filings with the SEC on the same basis.



     Additionally, as a "foreign private issuer", Kinross is exempt from some of
the requirements of the Exchange Act, including the proxy and information
provisions of Section 14 of that Act and the reporting and liability provisions
applicable to officers, directors and significant shareholders under Section 16
of that Act.



                        ACCOUNTING TREATMENT (PAGE S-73)


     Kinross will account for the combination using the purchase method of
accounting.

                                       S-5



                   EXCHANGE OF SHARE CERTIFICATES (PAGE S-75)



     As soon as practicable after the effective date of the combination, Kinross
will deposit with Computershare Trust Company of Canada, as depositary, in trust
for the benefit of the holders of TVX common shares and Echo Bay common shares,
certificates representing the number of Kinross common shares to which the TVX
common shareholders and Echo Bay common shareholders are entitled pursuant to
the arrangement, and cash in lieu of fractional Kinross common shares. Promptly
after the effective date of the combination, a letter of transmittal will be
furnished by the depositary to former holders of TVX common shares and Echo Bay
common shares for use in exchanging their certificates. Each holder of TVX
common shares or Echo Bay common shares, upon surrender to the depositary of one
or more certificates for cancellation with such letter of transmittal, will be
entitled to receive certificates representing the number of whole Kinross common
shares to be issued in respect of such shares and a cash payment in lieu of any
fractional shares.


     DETAILED INSTRUCTIONS, INCLUDING A LETTER OF TRANSMITTAL, WILL BE MAILED BY
THE DEPOSITARY TO HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON SHARES
PROMPTLY FOLLOWING THE EFFECTIVE DATE OF THE COMBINATION AS TO THE METHOD OF
EXCHANGING CERTIFICATES FORMERLY REPRESENTING TVX COMMON SHARES OR ECHO BAY
COMMON SHARES FOR CERTIFICATES REPRESENTING KINROSS COMMON SHARES. HOLDERS OF
TVX COMMON SHARES OR ECHO BAY COMMON SHARES SHOULD NOT FORWARD SHARE
CERTIFICATES UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL FROM THE
DEPOSITARY.

                                       S-6


           SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF KINROSS


     The selected consolidated financial data set forth below should be read in
conjunction with the consolidated financial statements of Kinross and the notes
thereto included in this circular, and management's discussion and analysis of
financial condition and results of operations incorporated by reference in this
circular. The financial information as at December 31, 2001 and 2000 and for the
years ended December 31, 2001, 2000 and 1999 is derived from the audited
consolidated financial statements of Kinross included in this circular. The
financial information as at December 31, 1999, 1998 and 1997 and for the years
ended December 31, 1998 and 1997 is derived from audited consolidated financial
statements of Kinross that are neither included nor incorporated by reference in
this circular. The financial information as at June 30, 2002 and for the six
months ended June 30, 2002 and 2001 is derived from the unaudited consolidated
financial statements of Kinross included in this circular. The financial
information as at June 30, 2001 is derived from unaudited consolidated financial
statements of Kinross that are neither included in nor incorporated by reference
in this circular. The consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles, which differ
in certain respects from generally accepted accounting principles in the United
States. See Note 20 of the audited consolidated financial statements of Kinross
for a description of these differences. Kinross utilizes the dollar as its
reporting currency. All financial data presented below are in millions of
dollars except per share data and number of shares outstanding.





                                            SIX MONTHS
                                          ENDED JUNE 30,                YEAR ENDED DECEMBER 31,
                                         -----------------   ----------------------------------------------
                                          2002      2001      2001     2000      1999       1998      1997
                                         -------   -------   ------   -------   -------   --------   ------
                                            (CDN. GAAP)                       (CDN. GAAP)
                                                                                
FOR THE PERIOD:
Revenue................................  $ 134.1   $ 142.6   $282.9   $ 289.3   $ 317.0   $  286.6   $183.5
(Loss) earnings from operations........     (4.1)     (1.8)    (1.6)    (15.3)    (25.6)      (8.3)     3.3
Net loss...............................    (12.2)    (11.0)   (36.9)   (126.1)   (240.7)    (245.4)   (83.7)
Net loss attributable to common
  shareholders.........................    (16.4)    (14.8)   (44.6)   (133.3)   (247.2)    (251.3)   (89.1)
Cash flow provided from operating
  activities...........................     31.0      46.1     74.5      47.8      69.5      102.0     46.6
Weighted average common shares
  outstanding (millions)...............    352.4     301.1    313.4     298.1     299.2      233.2    123.9
Capital expenditures...................      9.2      16.1     30.4      41.6      44.0       33.8     39.9
PER COMMON SHARE:
Net loss -- basic and diluted..........  $ (0.05)  $ (0.05)  $(0.14)  $ (0.45)  $ (0.83)  $  (1.08)  $(0.71)
Cash dividends to common
  shareholders.........................       --        --       --        --        --         --       --
Dividends declared per common share....       --        --       --        --        --         --       --
AT PERIOD END:
Cash and cash equivalents..............  $  93.6   $  11.4   $ 81.0   $  77.8   $ 113.9   $  153.4   $190.3
Current assets.........................    152.8     138.1    138.7     156.3     215.1      264.6    246.5
Total assets...........................    540.1     650.6    577.6     700.0     882.4    1,114.8    461.0
Current liabilities....................     62.6      86.7     76.7      81.6      90.5       80.4     17.0
Long-term debt(1)(3)...................     79.4     109.2     95.3     147.8     179.1      196.7     55.2
Convertible preferred shares of
  subsidiary company...................     12.4      95.2     48.0      91.8      88.3       88.3       --
Net shareholders' equity(3)............    344.9     326.6    328.8     338.7     475.6      686.6    353.7
Working capital........................     90.2      51.4     62.0      74.7     124.6      184.2    229.5



                                       S-7





                                                                 YEAR ENDED DECEMBER 31,
                                                      ----------------------------------------------
                                                       2001     2000      1999       1998      1997
                                                      ------   -------   -------   --------   ------
                                                                       (U.S. GAAP)
                                                                               
FOR THE PERIOD:
Loss from operations................................  $(24.3)  $ (89.5)  $(198.6)  $ (326.3)  $(91.8)
Net loss............................................   (32.5)   (113.7)   (228.3)    (325.8)   (81.5)
Net loss attributable to common shareholders........   (32.5)   (113.7)   (228.3)    (325.8)   (81.5)
Cash flow provided from operating activities........    69.1      42.9      65.1       97.8     43.2
Net loss per share -- basic and diluted.............   (0.10)    (0.38)    (0.76)     (1.40)   (0.66)
AT PERIOD END:
Current assets......................................  $139.0   $ 156.3   $ 215.1   $  264.6   $246.5
Total assets........................................   540.4     652.4     827.3    1,031.2    461.6
Long-term debt(2)...................................   190.0     244.8     276.5      282.0    145.7
Net shareholders' equity............................   200.8     194.1     318.6      512.9    262.9
Working capital.....................................    62.3      74.7     124.6      184.2    229.5



---------------

Notes:

(1) Includes long-term debt (current and long-term portions), the debt component
    of Kinross' 5.5% convertible subordinated unsecured debentures and Kinross'
    redeemable retractable preferred shares.

(2) Includes long-term debt (current and long-term portions), Kinross'
    redeemable retractable preferred shares and Kinross' 5.5% convertible
    subordinated unsecured debentures.


(3) 2001 and prior amounts are before change in accounting policy. See Note 2 on
    page F-16.


                                       S-8


             SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF TVX


     The selected consolidated financial data set forth below should be read in
conjunction with the consolidated financial statements of TVX and the notes
thereto included in this circular, and management's discussion and analysis of
financial condition and results of operations incorporated by reference in this
circular. The financial information as at December 31, 2001 and 2000 and for the
years ended December 31, 2001, 2000 and 1999 is derived from the audited
consolidated financial statements of TVX included in this circular. The
financial information as at December 31, 1999, 1998 and 1997 and for the years
ended December 31, 1998 and 1997 is derived from audited consolidated financial
statements of TVX that are neither included nor incorporated by reference in
this circular. The financial information as at June 30, 2002 and for the six
months ended June 30, 2002 and 2001 is derived from the unaudited consolidated
financial statements of TVX included in this circular. The financial information
as at June 30, 2001 is derived from unaudited consolidated financial statements
of TVX that are neither included in nor incorporated by reference in this
circular. The consolidated financial statements have been prepared in accordance
with Canadian generally accepted accounting principles, which differ in certain
respects from generally accepted accounting principles in the United States. See
Note 17 of the audited consolidated financial statements of TVX for a
description of these differences. TVX utilizes the dollar as its reporting
currency. All financial data presented below are in millions of dollars except
per share data and number of shares outstanding.





                                             SIX MONTHS
                                           ENDED JUNE 30,               YEAR ENDED DECEMBER 31,
                                           ---------------   ----------------------------------------------
                                            2002     2001     2001      2000     1999      1998      1997
                                           ------   ------   -------   ------   -------   -------   -------
                                             (CDN. GAAP)                      (CDN. GAAP)
                                                                               
FOR THE PERIOD:
Revenue..................................  $ 89.2   $ 79.3   $ 158.3   $170.0   $ 162.9   $ 162.1   $ 161.4
Earnings (loss) from operations..........    12.4      6.1     (11.1)    25.2      27.5      19.7      11.7
Net earnings (loss)......................     2.3      1.2    (227.9)    12.4     (47.6)    (66.0)    (49.8)
Net earnings (loss) attributable to
  common shareholders....................     2.3     (5.1)   (234.6)     0.1     (59.4)    (77.5)    (58.1)
Cash flow provided from operating
  activities.............................    18.4     11.1      45.8     32.6      46.6      84.8      24.5
Weighted average common shares
  outstanding (millions)(1)..............    38.9      3.6      18.9      3.6       3.4       3.2       3.2
Capital expenditures.....................     8.8     13.0      25.6     48.7      55.3      94.6     136.8
PER COMMON SHARE:
Net earnings (loss) basic and diluted....  $ 0.06   $(1.44)  $(12.41)  $ 0.03   $(17.33)  $(23.94)  $(17.87)
Cash dividends to common shareholders....      --       --        --       --        --        --        --
Dividends declared per common share......      --       --        --       --        --        --        --
AT PERIOD END:
Cash and cash equivalents................  $117.0   $ 56.5   $  54.5   $ 93.6   $ 147.2   $  41.2   $  57.0
Current assets...........................   165.0    130.0     112.0    179.2     228.6     141.3     158.0
Total assets.............................   436.0    731.2     458.3    763.0     740.2     750.2     803.6
Current liabilities......................    36.7     46.4      49.0     78.8      89.7     119.7     104.1
Long-term debt(2)........................      --     87.8      74.2    115.2      85.6     199.0     214.4
Gold linked convertible notes (included
  in net shareholders' equity)...........      --    240.3        --    234.0     221.6     209.8     198.3
Net shareholders' equity (includes gold
  linked convertible notes)..............   223.3    397.7     174.5    396.5     386.8     410.4     476.4
Working capital..........................   128.3     83.7      63.0    100.4     138.8      21.6      53.9



                                       S-9




                                                                 YEAR ENDED DECEMBER 31,
                                                      ----------------------------------------------
                                                       2001      2000     1999      1998      1997
                                                      -------   ------   -------   -------   -------
                                                                       (U.S. GAAP)
                                                                              
FOR THE PERIOD:
Earnings (loss) from operations....................   $ (59.4)  $ 28.6   $  33.5   $  17.4   $   8.9
Net earnings/(loss)................................    (238.3)    15.9     (92.4)    (72.3)    (47.8)
Net earnings/(loss) attributable to common
  shareholders.....................................    (238.3)    15.9     (92.4)    (72.3)    (47.8)
Cash flow provided from operating activities.......      45.8     32.6      45.6      81.0      20.0
Net earnings/(loss) per share -- basic and
  diluted..........................................    (12.61)    4.45    (26.92)   (22.33)   (14.69)
AT PERIOD-END:
Current assets.....................................   $ 112.1   $189.5   $ 228.6   $ 141.3   $ 158.0
Total assets.......................................     447.7    798.3     764.3     772.7     832.5
Long-term debt(3)..................................      74.2    345.0     302.8     404.5     396.2
Net shareholders' equity...........................     178.7    194.2     178.9     247.3     319.5
Working capital....................................      68.4    119.0     146.2      29.8      62.7


---------------

Notes:

(1) Adjusted to reflect a share consolidation which took effect on July 31, 2000
    on a one for five basis, and a share consolidation which took effect on June
    30, 2002 on a one for ten basis.

(2) Long-term debt includes current and long-term portion of long-term debt,
    debentures payable and the debt component of gold linked convertible notes.

(3) Long-term debt includes current and long-term portion of long-term debt,
    debentures payable and gold linked convertible notes.

                                       S-10


          SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF ECHO BAY


     The selected consolidated financial data set forth below should be read in
conjunction with the consolidated financial statements of Echo Bay and the notes
thereto included in this circular, and management's discussion and analysis of
financial condition and results of operations incorporated by reference in this
circular. The financial information as at December 31, 2001 and 2000 and for the
years ended December 31, 2001, 2000 and 1999 is derived from the audited
consolidated financial statements of Echo Bay included in this circular. The
financial information as at December 31, 1999, 1998 and 1997 and for the years
ended December 31, 1998 and 1997 is derived from audited consolidated financial
statements of Echo Bay which are neither included in nor incorporated by
reference in this circular. The financial information as at June 30, 2002 and
for the six months ended June 30, 2002 and 2001 is derived from the unaudited
consolidated financial statements of Echo Bay included in this circular. The
financial information as at June 30, 2001 is derived from unaudited consolidated
financial statements of Echo Bay that are neither included in nor incorporated
by reference in this circular. The consolidated financial statements have been
prepared in accordance with Canadian generally accepted accounting principles,
which differ in certain respects from generally accepted accounting principles
in the United States. See Note 15 of the audited consolidated financial
statements of Echo Bay and Note 10 of the unaudited interim consolidated
financial statements of Echo Bay for a description of the differences. Echo Bay
utilizes the dollar as its reporting currency. All financial data presented
below are in millions of dollars except per share data and number of shares
outstanding.





                                                SIX MONTHS
                                              ENDED JUNE 30,             YEAR ENDED DECEMBER 31,
                                              ---------------   ------------------------------------------
                                               2002     2001     2001     2000     1999     1998     1997
                                              ------   ------   ------   ------   ------   ------   ------
                                                (CDN. GAAP)                    (CDN. GAAP)
                                                                               
FOR THE PERIOD:
Revenue.....................................  $109.8   $128.1   $237.7   $281.0   $210.4   $232.2   $305.4
Earnings (loss) from operations.............     9.3      2.6     (7.1)    19.8    (28.9)    (7.9)  (409.7)
Net earnings (loss).........................     4.0      3.4     (5.7)    18.6    (37.3)   (20.1)  (420.5)
Net earnings (loss) attributable to common
  shareholders..............................  (132.9)    (5.3)   (23.0)     3.2    (51.0)   (32.6)  (426.2)
Cash flow provided from (used in) operating
  activities................................     5.2     16.3     31.6     46.5     29.6     12.1    (12.0)
Weighted average common shares outstanding
  (millions)................................   429.8    140.6    140.6    140.6    140.6    140.1    139.4
Capital and exploration expenditures........    11.0     15.4     26.2     16.5     14.7     24.1    151.1
PER COMMON SHARE:
Net earnings (loss) -- basic and diluted....  $(0.31)  $(0.04)  $(0.16)  $ 0.02   $(0.36)  $(0.23)  $(3.06)
Cash dividends to common shareholders.......      --       --       --       --       --       --       --
Dividends declared per common share.........      --       --       --       --       --       --       --
AT PERIOD END:
Cash and cash equivalents...................  $ 16.6   $ 10.0   $ 12.4   $ 14.3   $  3.4   $  8.0   $ 17.0
Current assets..............................    57.3     57.9     51.1     65.0     61.2     59.5     79.4
Total assets................................   257.0    287.2    260.8    313.6    340.2    368.1    432.8
Current liabilities.........................    29.4     48.9     49.6     62.3     57.2     59.9    108.1
Long-term debt(1)...........................      --     25.4     23.7     32.5     56.7     52.8     66.5
Net shareholders' equity....................   149.7    119.3    106.8    116.8    101.1    133.8    153.7
Working capital (deficiency)................    27.9      9.0      1.6      2.7      4.0     (0.5)   (28.7)



                                       S-11





                                               SIX MONTHS
                                             ENDED JUNE 30,              YEAR ENDED DECEMBER 31,
                                             ---------------   -------------------------------------------
                                              2002     2001     2001     2000     1999     1998     1997
                                             ------   ------   ------   ------   ------   ------   -------
                                                                               (U.S. GAAP)
                                                                              
FOR THE PERIOD:
Operating earnings (loss)..................  $  8.9   $ (0.2)  $ (6.8)  $ 22.7   $(25.6)  $(15.5)  $(437.7)
Net earnings (loss) before extraordinary
  loss.....................................     4.4    (11.4)   (29.1)     2.3    (48.3)   (40.8)   (454.7)
Loss on retirement of capital securities,
  net of
  nil tax effect...........................  (137.8)      --       --       --       --       --        --
Net earnings (loss)........................  (133.4)   (11.4)   (29.1)     2.3    (48.3)   (40.8)   (454.7)
Cash flow provided from (used in) operating
  activities...............................     5.2     16.3     31.6     46.5     29.6     12.1     (12.0)
Net earnings (loss) per share -- basic and
  diluted
-- before extraordinary loss...............    0.01    (0.08)   (0.21)    0.02    (0.34)   (0.29)    (3.26)
-- extraordinary loss......................   (0.32)      --       --       --       --       --        --
-- after extraordinary loss................   (0.31)   (0.08)   (0.21)    0.02    (0.34)   (0.29)    (3.26)
AT PERIOD-END:
Total assets...............................  $243.4   $256.9   $234.4   $314.5   $341.3   $370.1   $ 435.5
Long-term debt(2)..........................      --    122.0    117.0    126.5    151.3    144.9     159.3
Accrued interest on capital securities.....      --     52.1     64.2     46.1     30.0     15.7       3.0
Shareholders' equity (deficit).............   162.0      0.9    (29.8)   (19.5)   (19.6)    24.2      67.4
Working capital (deficiency)...............    38.8     10.4      4.4      3.4      4.0     (3.5)    (23.7)



---------------

Notes:

(1) Long-term debt includes current and long-term portion of long-term debt and
    debt component of capital securities.

(2) Long-term debt includes current and long-term portion of long-term debt and
    the capital securities.

                                       S-12


        SELECTED UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION


     The following summary of selected unaudited pro forma consolidated
financial information for Kinross is derived from and should be read in
conjunction with the detailed information contained in the audited consolidated
financial statements of Kinross, TVX and Echo Bay as at and for the year ended
December 31, 2001; the unaudited interim consolidated financial statements of
Kinross, TVX and Echo Bay as at and for the six months ended June 30, 2002; the
unaudited pro forma consolidated financial statements of Kinross as at and for
the six months ended June 30, 2002 and for the year ended December 31, 2001; and
the accompanying notes to such financial statements, which financial statements
and notes are included in this circular.



     Included in this circular are the unaudited pro forma consolidated
financial statements of Kinross, together with the relevant notes, assumptions
and adjustments thereto, which reflect the completion of the combination, if it
had occurred on January 1, 2001 for purposes of the pro forma consolidated
statement of operations and as at June 30, 2002 for purposes of the pro forma
consolidated balance sheet. The unaudited pro forma consolidated financial
statements have been prepared using the purchase method of accounting. The
unaudited pro forma consolidated financial statements are not necessarily
indicative of the financial position or financial results that would have been
achieved had the combination been completed as of the beginning of the periods
presented and should not be construed as representative of such amounts for any
future dates or periods.


     All financial data presented are in millions of dollars, except per share
data.




                                                                PRO FORMA
                                                               FOR THE SIX       PRO FORMA FOR
                                                              MONTHS ENDED      THE YEAR ENDED
                                                              JUNE 30, 2002    DECEMBER 31, 2001
                                                              -------------    -----------------
                                                                         
OPERATING RESULTS:
Revenues....................................................    $  303.9            $601.3
Net loss for the period.....................................       (43.3)           (349.0)
Net loss attributable to common shareholders................      (184.4)           (380.6)
PER SHARE DATA
Net loss per share -- basic and diluted.....................    $  (0.21)           $(0.45)






                                                                PRO FORMA
                                                                  AS AT
                                                              JUNE 30, 2002
                                                              -------------
                                                                         
FINANCIAL POSITION:
Cash and cash equivalents...................................    $   91.7
Current assets..............................................       268.7
Total assets................................................     2,187.1
Current liabilities.........................................       212.1
Short-term debt.............................................        90.0
Long-term debt(1)...........................................        86.0
Common shareholders' equity.................................     1,639.8
Working capital.............................................        56.6



---------------

Note:

(1) Includes long-term debt (current and long-term portions), the debt component
    of Kinross' 5.5% convertible subordinated unsecured debentures and Kinross'
    redeemable retractable preferred shares.

                                       S-13


     The tables below set out the material adjustments to pro forma consolidated
net loss and shareholders' equity reflected in the unaudited pro forma
consolidated financial information which would be required if U.S. GAAP had been
applied. These tables should be read in conjunction with Note 20 of Kinross'
audited consolidated financial statements, Note 17 of TVX's audited consolidated
financial statements and Note 15 of Echo Bay's audited consolidated financial
statements and Note 9 of Echo Bay's unaudited interim consolidated financial
statements.

               RECONCILIATION OF PRO FORMA CONSOLIDATED NET LOSS

                     (AMOUNTS IN MILLIONS OF U.S. DOLLARS)





                                                                    SIX MONTHS
                                                                       ENDED         YEAR ENDED
                                                                     JUNE 30,       DECEMBER 31,
                                                                       2002             2001
                                                                   -------------    ------------
                                                                              
    PRO FORMA NET LOSS UNDER CANADIAN GAAP......................      $ (43.3)        $(349.0)
    ADJUSTMENTS FOR:
      Write-down of property, plant and equipment under U.S.
        GAAP(a).................................................           --           (49.9)
      Reduction in depreciation, depletion and amortization
        under U.S. GAAP(a)......................................          4.8             8.9
      Increase in convertible debenture interest(b).............         (7.1)          (22.5)
      Recognition of exchange gains (losses) on convertible
        debentures(b)...........................................         (4.7)            6.3
      Change in market value of commodity and foreign exchange
        derivative contracts(c).................................          2.0            (8.4)
      Reclassification of realized earnings related to
        derivative contracts(f).................................          0.7            (3.1)
      Income tax recovery(e)....................................           --             3.7
      Minority interests and participation rights(d)............         (0.7)            2.1
      Kettle River exploration expense(g).......................           --            (2.2)
      Kettle River amortization expense(g)......................           --             2.1
      Premium on flow through shares issued(i)..................          0.5              --
      Gain (loss) on retirement of capital securities...........          5.5              --
                                                                      -------         -------
    PRO FORMA NET LOSS UNDER U.S. GAAP BEFORE EXTRAORDINARY
      ITEMS.....................................................        (42.3)         (412.0)
                                                                      -------         -------
      Gain (loss) on retirement of capital securities and gold
        linked notes(j).........................................       (137.8)           34.2
                                                                      -------         -------
    PRO FORMA NET LOSS UNDER U.S. GAAP..........................      $(180.1)        $(377.8)
                                                                      =======         =======




         RECONCILIATION OF PRO FORMA CONSOLIDATED SHAREHOLDERS' EQUITY


                     (AMOUNTS IN MILLIONS OF U.S. DOLLARS)





                                                                     AS AT
                                                                    JUNE 30,
                                                                      2002
                                                                    --------
                                                                 
    PRO FORMA SHAREHOLDERS' EQUITY UNDER CANADIAN GAAP..........    $1,639.8
    ADJUSTMENTS FOR:
      Write-down of property, plant and equipment under U.S.
        GAAP (a)................................................       (60.5)
      Reduction in depreciation, depletion and amortization
        under U.S. GAAP (a).....................................        21.3
      Convertible debentures (b)................................      (104.3)
      Premium on flow through shares issued (i).................        (0.6)
      Unrealized gains on marketable securities and long term
        investments (h).........................................        62.2
      Change in market value of commodity and foreign exchange
        derivative contracts (c)................................       (19.3)
      Reclassification of realized earnings related to
        derivative contracts (c)................................         7.1
                                                                    --------
    PRO FORMA SHAREHOLDERS' EQUITY UNDER U.S. GAAP..............    $1,545.7
                                                                    ========




    (a) In connection with an impairment evaluation, property, plant and
        equipment was written down to the fair value for the year ended December
        31, 2001. The adjustment of $49.9 million to the net loss in the year
        ended December 31, 2001 comprises an increase to the write down of $51.2
        million for TVX and a reduction in the write down of $1.3 million for
        Echo Bay. GAAP differences arise from the requirement to discount future
        cash flows from impaired properties under U.S. GAAP and from using
        proven and probable reserves only. Under Canadian GAAP, future cash
        flows from impaired properties are not discounted and reserves are
        calculated to include current proven and probable reserves plus mineral
        resources expected to be converted to proven and probable reserves. The
        decrease to shareholders' equity of $60.5 million arises from applying
        the U.S. GAAP approach to write downs recognized by Kinross prior to
        January 1, 2001.



      Under U.S. GAAP, depreciation, depletion and amortization would be reduced
      accordingly, as capitalized costs are amortized over proven and probable
      reserves only. The adjustment to the net loss comprises $3.4 million and
      $1.4 million in the six months ended June 30, 2002 and $6.1 million and
      $2.8 million in the year ended December 31, 2001 for Kinross and TVX
      respectively. The adjustment of $21.3 million to shareholders' equity
      represents the cumulative difference created by applying this policy to
      Kinross' property, plant and equipment at June 30, 2002.


                                       S-14



    (b) Under Canadian GAAP, convertible debentures are accounted for in
        accordance with their substance and, as such, are presented in the
        financial statements in accordance with their liability and equity
        component parts. Under U.S. GAAP, the entire principal amount of
        convertible debentures is treated as debt with interest expense based on
        the coupon rate of 5.5%. Adjustment to net loss to account for the
        interest expense amounted to $7.1 million of which $2.5 million and $4.6
        million relates to Kinross and Echo Bay, respectively, for the six
        months ended June 30, 2002. The increased interest expense of $22.5
        million of which $4.1 million, $17.3 million and $1.1 million relates to
        Kinross, Echo Bay and TVX, respectively, in the year ended December 31,
        2001.



      In addition, under Canadian GAAP (prior to January 1, 2002), the
      unrealized foreign exchange gains and losses on the Canadian dollar
      denominated debentures are deferred and amortized over the term of the
      debentures. Effective January 1, 2002, Canadian GAAP no longer permits the
      deferral of unrealized foreign exchange gains and losses on the debt
      component of the debentures. Under U.S. GAAP, these gains and losses are
      recognized in income along with exchange gains and losses related to the
      portion of the convertible debentures included in equity under Canadian
      GAAP. Adjustments to the net loss, to recognize the unrealized exchange
      gains and (losses) amounts in Kinross are $(4.7) million and $6.3 million
      for the six months ended June 30, 2002 and the year ended December 31,
      2001, respectively.



      The adjustment of $104.3 million to the shareholders' equity relates to
      Kinross.



    (c) On January 1, 2001 FASB Statement No. 133, "Accounting for Derivative
        Instruments and Hedging Activities" (SFAS 133), and the corresponding
        amendments under FASB Statement No. 138 (SFAS 138) were adopted. SFAS
        133 requires that all derivative financial instruments be recognized in
        the financial statements and measured at fair value regardless of the
        purpose or intent for holding them. Changes in the fair value of
        derivative financial instruments are either recognized periodically in
        income or shareholders' equity (as a component of other comprehensive
        income), depending on whether the derivative is being used to hedge
        changes in fair value or cash flows. SFAS 138 amends certain provisions
        of SFAS 133 to clarify four areas causing difficulties in
        implementation.



      For derivatives designated as cash flow hedges, the effective portions of
      changes in fair value of the derivative are reported in other
      comprehensive income and are subsequently reclassified into other income
      when the hedged item affects other income. Changes in fair value of the
      derivative instruments used as economic instruments and ineffective
      portions of hedges are recognized in other income in the period incurred.
      The decrease to the net loss of $2.0 million comprises an increase in fair
      value of derivative financial instruments of $6.5 million in respect of
      Kinross and a decrease in fair value of $3.5 million and $1.0 million for
      TVX and Echo Bay, respectively, in the six months ended June 30, 2002
      whereas the adjustment of $8.4 million in the year ended December 31, 2001
      comprises of $3.6 million, $0.8 million and $4.0 million for Kinross, TVX
      and Echo Bay, respectively.



      At June 30, 2002, $19.3 million of other comprehensive loss would have
      been recognized and $7.1 million of deferred revenue would have been
      reclassified as both other comprehensive income ($4.5 million) and as a
      decrease to the deficit ($2.6 million) under U.S. GAAP in respect of
      Kinross derivative financial instruments.



    (d)  The effect of adjustments on minority interests and participation
         rights made to TVX Gold Inc.'s financial statements to comply with U.S.
         GAAP.



    (e)  To account for the tax impact of adjustments made by TVX to comply with
         U.S. GAAP. Effective January 1, 2000, the liability method of
         accounting for income taxes was adopted for Canadian GAAP.



    (f)   In accordance with Canadian GAAP, certain long-term foreign exchange
          contracts are considered to be hedges of the cost of goods to be
          purchased in foreign currencies in future periods. Gains and losses
          related to changes in market values of such contracts are recognized
          as a component of the cost of goods when the related hedged purchases
          occur. Under U.S. GAAP, foreign exchange contracts would be carried at
          market value and changes included in current earnings.



      The reduction in net loss of $0.7 million relates to Echo Bay for the six
      months ended June 30, 2002. The increase of $3.1 million to the net loss
      for the year ended December 31, 2001 comprises $0.3 million and $2.8
      million that relate to Kinross and Echo Bay, respectively.



    (g)  In accordance with Canadian GAAP, capitalized mine development costs
         include expenditures incurred to develop new ore bodies, to define
         further resources in existing ore bodies and to expand the capacity of
         operating mines. Under U.S. GAAP development costs are capitalized only
         when converting mineralized material to reserves or for further
         delineation of existing reserves. The development expenditures resulted
         in additions to mineralized material but did not add to mineral
         reserves. Therefore under U.S. GAAP, the expenditures would be
         classified as exploration expense. The adjustments of $2.1 million and
         $2.2 million to the net loss in the year ended December 31, 2001 relate
         to Echo Bay regarding the Kettle River mine.



    (h)  Under Canadian GAAP, unrealized gains (losses) on long-term investments
         and marketable securities are not recorded. Under U.S. GAAP, unrealized
         gains (losses) on long-term investments and marketable securities that
         are classified as available for sale are charged to comprehensive
         income or loss in the current period. The adjustment of $62.2 million
         as at June 30, 2002 represents the cumulative adjustment required to
         comply with U.S. GAAP and relates to Kinross.



    (i)   Under Canadian income tax legislation, a company is permitted to issue
          shares whereby the company agrees to incur qualifying expenditures and
          renounce the related income tax deductions to the investors. For U.S.
          GAAP, the premium paid in excess of the market value is credited to
          other liabilities and included in income over the period in which the
          Company incurs the qualified expenditures. The adjustment made
          accordingly to comply with U.S. GAAP amounts to $0.5 million in the
          six month period ended June 30, 2002 and relates to Kinross.



    (j)   In accordance with Canadian GAAP, the loss on the retirement of
          capital securities was recorded proportionately between interest
          expense and deficit based on the debt and equity classifications of
          the capital securities. Under U.S. GAAP, the entire net loss of $137.8
          million relating to Echo Bay would be recorded as an extraordinary
          expense item in 2002.



         In accordance with Canadian GAAP, the gain on conversion of the Gold
         linked convertible notes of TVX was recorded as contributed surplus.
         Under U.S. GAAP, this gain of $34.2 million would be recorded as an
         extraordinary gain in 2001.


                                       S-15


                           COMPARATIVE PER SHARE DATA


     The following table sets forth, for the periods indicated, selected pro
forma per share amounts, prepared in accordance with Canadian generally accepted
accounting principles, for Kinross common shares after giving effect to the
combination; pro forma equivalent per share amounts for TVX common shares and
Echo Bay common shares; and the corresponding historical per share data for
Kinross common shares, TVX common shares and Echo Bay common shares. The
information presented in the following table should be read in conjunction with
the unaudited pro forma consolidated statements of Kinross, together with the
relevant notes, adjustments and assumptions thereto, and the historical
consolidated financial statements and related notes of each of Kinross, TVX and
Echo Bay included in this circular.





                                                              AS AT AND FOR THE    AS AT AND FOR THE
                                                              SIX MONTHS ENDED        YEAR ENDED
                                                                JUNE 30, 2002      DECEMBER 31, 2001
                                                              -----------------    -----------------
                                                                             
KINROSS COMMON SHARES
Net Income (loss):
  Income (loss) from continuing operations per share........       $(0.05)              $ (0.14)
  Pro forma.................................................        (0.21)                (0.45)
Cash dividends per Kinross common share:
  Historical................................................           --                    --
  Pro forma.................................................           --                    --
Book value per Kinross common share at period end:
  Historical................................................       $ 0.60               $  0.61
  Pro forma.................................................         1.70                    --
TVX COMMON SHARES(1)
Net Income (loss):
  Income (loss) from continuing operations per share........       $ 0.06               $(12.41)
  TVX per share equivalent..................................        (1.37)                (2.93)
Cash dividends per TVX common share:
  Historical................................................           --                    --
  TVX per share equivalent..................................           --                    --
Book value per TVX common share at period end:
  Historical................................................       $ 5.18               $  4.88
  TVX per share equivalent..................................        11.05                    --
ECHO BAY COMMON SHARES
Net Income (loss):
  Income (loss) from continuing operations per share........       $(0.31)              $ (0.16)
  Echo Bay per share equivalent.............................        (0.11)                (0.23)
Cash dividends per Echo Bay common share:
  Historical................................................           --                    --
  Echo Bay per share equivalent.............................           --                    --
Book value per Echo Bay common share at period end:
  Historical................................................       $ 0.28               $ (0.36)
  Echo Bay per share equivalent.............................         0.88                    --



---------------

Note:


(1) Adjusted to reflect a TVX share consolidation which took effect on July 31,
    2000 on a one for five basis, and a TVX share consolidation which took
    effect on June 30, 2002 on a one for ten basis.


     You should not rely on the pro forma per share data as being indicative of
the results of operations or financial condition that would have been reported
by the combined company had the combination been in effect during the periods
set forth above or that may be reported in the future.

     Equivalent per share data in respect of the TVX and Echo Bay shares have
been calculated by multiplying the Kinross pro forma amounts by the exchange
ratios of 6.5 and 0.52, respectively.

                                       S-16


                         COMPARATIVE MARKET PRICE DATA

     Kinross common shares are listed for trading on the Toronto Stock Exchange
under the symbol "K" and the American Stock Exchange under the symbol "KGC". TVX
common shares are listed for trading on the Toronto Stock Exchange and the New
York Stock Exchange under the symbol "TVX". Echo Bay common shares are listed
for trading on the Toronto Stock Exchange and the American Stock Exchange under
the symbol "ECO". The following table sets forth the high and low sales prices
of the Kinross common shares, the TVX common shares and the Echo Bay common
shares on the Toronto Stock Exchange and the American Stock Exchange or New York
Stock Exchange, as the case may be, for the periods indicated. The quotations
reported are from published financial sources.




                                        KINROSS                           TVX(1)                        ECHO BAY
                            -------------------------------    -----------------------------   ---------------------------
                                             NEW YORK STOCK
                                               EXCHANGE/                         NEW YORK                       AMERICAN
                            TORONTO STOCK    AMERICAN STOCK    TORONTO STOCK       STOCK       TORONTO STOCK      STOCK
                              EXCHANGE        EXCHANGE(2)        EXCHANGE        EXCHANGE        EXCHANGE       EXCHANGE
                            -------------    --------------    -------------   -------------   -------------   -----------
                            HIGH     LOW     HIGH      LOW     HIGH     LOW    HIGH     LOW    HIGH     LOW    HIGH   LOW
                            -----   -----    -----    -----    -----   -----   -----   -----   -----   -----   ----   ----
                            Cdn.$   Cdn.$      $        $      Cdn.$   Cdn.$     $       $     Cdn.$   Cdn.$    $      $
                                                                                  
2000
First Quarter.............  3.35    2.13      2.31     1.44    80.00   49.00   56.50   34.50   2.85    1.76    1.94   1.25
Second Quarter............  2.30    1.22      1.63     0.81    57.50   31.50   40.50   22.00   2.09    1.30    1.38   0.88
Third Quarter.............  1.35    0.78      0.94     0.50    34.00   31.50   27.50   25.00   1.61    1.05    1.06   0.69
Fourth Quarter............  1.12    0.50      0.75     0.38    32.00   20.00   20.90   13.10   1.15    0.52    0.75   0.32
2001
First Quarter.............  1.04    0.66      0.67     0.44    28.30   13.20   19.50    8.20   1.49    0.59    0.95   0.38
Second Quarter............  1.63    0.70      1.20     0.44    16.00   4.50    10.10    2.70   2.00    0.89    1.24   0.51
Third Quarter.............  1.73    1.19      1.05     0.77    9.90    5.00     6.20    3.50   1.60    0.79    1.04   0.51
Fourth Quarter............  1.53    0.95      0.99     0.62    7.90    5.80     5.00    3.70   1.12    0.81    0.73   0.50
2002
January...................  1.39    1.32      0.96     0.71    8.90    6.80     5.50    4.30   1.05    0.82    0.65   0.50
February..................  1.74    1.63      1.20     0.94    11.90   8.90     7.50    5.60   1.60    0.97    0.97   0.60
March.....................  1.81    1.72      1.36     0.97    12.20   8.90     7.70    5.70   1.55    1.02    0.98   0.64
April.....................  2.87    1.85      1.85     1.16    13.40   10.30    8.50    6.40   1.55    1.18    0.96   0.76
May.......................  4.44    2.45      2.90     1.51    19.70   12.50   12.80    8.10   2.18    1.01    1.35   0.66
June......................  4.31    3.00      2.82     1.90    25.60   15.70   16.90   10.00   2.13    1.46    1.39   0.91



---------------

Notes:


(1) Adjusted to reflect a TVX share consolidation which took effect on July 31,
    2000 on a one for five basis, and a TVX share consolidation which took
    effect on June 30, 2002 on a one for ten basis.


(2) Kinross common shares were listed and traded on the New York Stock Exchange
    until July 31, 2001. Since August 1, 2001, the Kinross common shares have
    been listed and traded on the American Stock Exchange.

     On June 7, 2002, the last full trading day prior to the joint public
announcement of the combination, the last reported sale price of a Kinross
common share on the Toronto Stock Exchange was Cdn.$3.92 and on the American
Stock Exchange was $2.57, the last reported sale price of a TVX common share on
the Toronto Stock Exchange was Cdn.$16.40 and on the New York Stock Exchange was
$10.50 (taking into account the June 30, 2002 one for ten share consolidation)
and the last reported sale price of an Echo Bay common share on the Toronto
Stock Exchange was Cdn.$1.85 and on the American Stock Exchange was $1.20.

                                       S-17


                                  RISK FACTORS


     The description of the risk factors relating to the combination set out
below is materially complete. Shareholders should carefully consider the
following risk factors before deciding how to vote or instruct their vote to be
cast to approve the matters relating to the combination. In addition to the risk
factors relating to the combination set out in this portion of the circular,
shareholders should also carefully consider the risk factors set out on pages
A-28, B-40 and C-21.


                       RISKS RELATING TO THE COMBINATION

KINROSS, TVX AND ECHO BAY MAY NOT INTEGRATE SUCCESSFULLY.

     The combination would involve the integration of companies that previously
operated independently. As a result, the combination will present challenges to
management, including the integration of the operations, systems, technologies
and personnel of the three companies, and special risks, including possible
unanticipated liabilities, unanticipated costs, diversion of management's
attention, operational interruptions and the loss of key employees, customers or
suppliers. The difficulties Kinross' management encounters in the transition and
integration processes could have a material adverse effect on the revenues,
level of expenses and operating results of the combined company. As a result of
these factors, it is possible that Kinross will not achieve anticipated cost
reductions and synergies or that other benefits expected from the combination
will not be realized.

TVX AND ECHO BAY DIRECTORS AND EXECUTIVE OFFICERS MAY HAVE INTERESTS IN THE
COMBINATION THAT ARE DIFFERENT FROM THOSE OF TVX AND ECHO BAY SHAREHOLDERS.


     In considering the recommendation of the boards of directors of TVX and
Echo Bay to vote for the arrangement, shareholders should be aware that members
of the TVX and Echo Bay boards and management teams have agreements or
arrangements that provide them with interests in the combination that differ
from, or are in addition to, those of TVX or Echo Bay shareholders generally.
For additional information on the interests described in this risk factor, see
"Interests of Directors and Executive Officers of Kinross, TVX and Echo Bay in
the Arrangement" on page S-27.


CHANGES IN THE VALUE OF KINROSS COMMON SHARES WILL AFFECT THE VALUE OF THE
CONSIDERATION RECEIVED BY HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON
SHARES IN THE ARRANGEMENT.


     The specific dollar value of the consideration that TVX and Echo Bay
shareholders will receive in the arrangement will depend on the market price of
Kinross common shares on the effective date of the combination. The exchange
ratios are fixed and they will not increase or decrease due to fluctuations in
the market price of Kinross common shares. If the market price of Kinross common
shares increases or decreases, the market value of the Kinross common shares
that TVX and Echo Bay shareholders receive will correspondingly increase or
decrease. Because the date that the combination is completed may be later than
the date of the special meetings of TVX and Echo Bay shareholders, the price of
Kinross common shares on the effective date of the combination may be higher or
lower than the price on the date of the applicable special meeting. Many of the
factors that affect the market price of Kinross common shares are beyond the
control of Kinross. These factors include fluctuations in the price of gold,
changes in the regulatory environment, adverse political developments,
prevailing conditions in the capital markets and interest rate fluctuations.


IF THE KINROSS SHAREHOLDER RIGHTS PLAN IS NOT TERMINATED PRIOR TO THE EFFECTIVE
DATE OF THE ARRANGEMENT, SHAREHOLDERS OF TVX AND ECHO BAY MAY SUFFER ADVERSE
CANADIAN TAX CONSEQUENCES.


     It is not a condition of the combination that the Kinross shareholder
rights plan be terminated prior to the effective date of the combination. If the
Kinross shareholder rights plan is not so terminated and as a result the holders
of TVX common shares and holders of Echo Bay common shares acquire rights under
such plan under the arrangement, the arrangement may be a taxable event under
Canadian law to TVX and Echo Bay shareholders. Holders of TVX common shares and
holders of Echo Bay common shares may be treated as having disposed of their TVX
common shares and Echo Bay common shares for proceeds equal to the aggregate of
the fair market value of the Kinross common shares (and cash received in lieu of
a fractional share, if applicable) and any rights under the Kinross shareholder
rights plan received in exchange therefor. A recent position taken by the CCRA
on a shareholder rights plan indicates that holders may be assessed on this
basis. Neither the Echo Bay board of directors nor its independent committee
addressed the possibility that the arrangement might be taxable to Echo Bay
shareholders under Canadian tax law if the Kinross shareholder rights plan was
not terminated.


                                       S-18



     As of June 10, 2002, Newmont Mining Corporation of Canada Limited, a
wholly-owned subsidiary of Newmont, beneficially owned 45.2% of the Echo Bay
common shares and pursuant to a lock-up agreement has agreed to vote its Echo
Bay common shares in favour of Echo Bay's participation in the arrangement. The
Newmont lock-up agreement provides that Newmont and Newmont Canada may terminate
the lock-up agreement if Kinross' shareholders do not authorize the termination
of Kinross' shareholder rights plan at Kinross' special meeting and the
arrangement cannot otherwise be structured as a tax-deferred rollover under
Canadian law. No assurance can be given that Newmont or Newmont Canada will
terminate the lock-up agreement if Kinross' shareholder rights plan is not
authorized to be terminated or that, even if the lock-up agreement is
terminated, that Newmont Canada will vote against Echo Bay's participation in
the arrangement.


TVX'S OBLIGATION TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE COMBINATION
AGREEMENT IS NOT CONDITIONED UPON THE RECEIPT OF A TAX OPINION OF U.S. COUNSEL.


     TVX has received a tax opinion of U.S. counsel dated as of the date of this
circular and does not anticipate receiving a tax opinion of U.S. counsel on the
effective date of the arrangement. If factual circumstances of Kinross or TVX
change after the date of the circular, or if there is a change in applicable law
after the date of the circular, U.S. holders of TVX common shares may not be
able to rely on the continuing validity of the opinion of Stoel Rives LLP (U.S.
counsel to TVX) described under "Material United States Federal Income Tax
Considerations of the Arrangement -- Tax Consequences of the Arrangement to TVX
U.S. Shareholders", and the tax consequences of the arrangement may be adverse
to the holders of TVX common shares, including the potential recognition by U.S.
holders of TVX common shares of gain as a result of the amalgamation of TVX and
the wholly-owned subsidiary of Kinross pursuant to the arrangement.


ECHO BAY'S OBLIGATION TO COMPLETE THE TRANSACTIONS CONTEMPLATED BY THE
COMBINATION AGREEMENT IS NOT CONDITIONED UPON THE RECEIPT OF A TAX OPINION OF
U.S. COUNSEL.


     Echo Bay intends to request from Cravath, Swaine & Moore, its U.S. counsel,
a tax opinion, dated as of the effective date of the arrangement, to the effect
that, among other things:



     -  the exchange of Echo Bay common shares for Kinross common shares
        pursuant to the arrangement will be treated as a reorganization under
        Section 368(a) of the Internal Revenue Code of 1986, as amended, and



     -  U.S. holders of Echo Bay common shares who exchange their Echo Bay
        common shares solely for Kinross common shares generally will not
        recognize any gain or loss for U.S. Federal income tax purposes.



     If Echo Bay does not receive a tax opinion of U.S. counsel on the effective
date of the arrangement, U.S. holders of Echo Bay common shares cannot rely on
the continuing validity of the opinion of Cravath, Swaine & Moore described in
this risk factor and under "Material United States Federal Income Tax
Considerations of the Arrangement -- Tax Consequences of the Arrangement to Echo
Bay U.S. Shareholders". Echo Bay intends to request from Cravath a tax opinion
dated as of the effective date of the arrangement. Echo Bay may not be able to
receive a tax opinion on the effective date of the arrangement because, for
example:


     -  Kinross fails to provide a customary letter of representation to Echo
        Bay due to a change in factual circumstances or otherwise;

     -  Echo Bay fails to provide its customary representation letter to U.S.
        counsel due to a change in factual circumstances or otherwise; or

     -  there is a change in applicable law, which may or may not be
        retroactive.


     If this were to occur, it is possible, but not certain, that the exchange
of Echo Bay common shares for Kinross common shares pursuant to the arrangement
would constitute a taxable, rather than a tax-deferred, transaction for U.S.
Federal income tax purposes and, in such case, that the U.S. Federal income tax
consequences to the holders of Echo Bay common shares would be materially
different than those described above, including the possibility that holders of
Echo Bay common shares would be required to recognize gain or loss for U.S.
Federal income tax purposes as a result of the exchange of their Echo Bay common
shares for Kinross common shares pursuant to the arrangement.


                                       S-19


THE ACQUISITION OF THE NEWMONT INTEREST IN THE TVX NEWMONT AMERICAS JOINT
VENTURE MAY BE FINANCED THROUGH THE INCURRENCE OF SHORT-TERM DEBT.


     In the event that TVX elects to pay for the acquisition of Newmont's
interest in the TVX Newmont Americas joint venture by incurring short-term debt
represented by the promissory notes provided for in the purchase agreements, the
short-term debt of the combined company would be increased by as much as $90
million and the total current liabilities of the combined company would be
$229.6 million (as reflected in the unaudited pro forma financial statements
attached to this circular). This short-term debt would be secured by the Newmont
interest in the TVX Newmont Americas joint venture, bear interest at the rate of
15% per annum and have to be repaid or refinanced prior to its maturity on
December 13, 2002. Repayment of this short-term debt through the use of cash on
hand of the combined company would reduce the cash available to the combined
company for operating or other purposes. If the repayment of the short-term debt
is financed from the proceeds of an issuance of additional equity, shareholders
of the combined company may suffer dilution of their interests. For a discussion
of the terms of the short-term debt referred to in this risk factor, see page
S-46.


       RISKS RELATING TO KINROSS, TVX, ECHO BAY AND THE COMBINED COMPANY

     This section focuses on risks that differ for Kinross, TVX and Echo Bay or
that will be different for the combined company.

KINROSS, TVX AND ECHO BAY HAVE A HISTORY OF LOSSES.


     Kinross had a net loss of $36.9 million in 2001, $126.1 million in 2000 and
$240.7 million in 1999. TVX incurred a net loss of $227.9 million in 2001, net
income of $12.4 million in 2000 and a net loss of $47.6 million in 1999. Echo
Bay had a net loss of $5.7 million in 2001, net income of $18.6 million in 2000
and a net loss of $37.3 million in 1999. Following completion of the
combination, Kinross' ability to operate profitably will depend on the success
of its principal mines and on the price of gold. There can be no assurance that
following the combination Kinross will be profitable.


KINROSS, TVX AND ECHO BAY ARE PARTIES TO MATERIAL LEGAL PROCEEDINGS.


     Kinross, TVX and Echo Bay are parties to material legal proceedings. The
combined company will be subject to the risks of all these material legal
proceedings which, if decided adversely to the combined company, may have a
material adverse effect on its financial or business position or prospects.
Shareholders are urged to read the descriptions of pending legal proceedings set
out in Schedules A, B and C to this circular.


THE COMBINED COMPANY WILL FACE MATERIALLY DIFFERENT RISKS RELATED TO FOREIGN
INVESTMENT THAN THOSE TO WHICH KINROSS, TVX AND ECHO BAY WERE SUBJECT TO WHEN
THEY WERE INDEPENDENT ENTITIES.

     Kinross and TVX conduct development and mining activities outside Canada
and the United States. Specifically, Kinross has significant operations in far
east Russia, as well as operations in Chile and Zimbabwe. TVX has primary
operations in Brazil and Chile, as well as operations in Greece. Echo Bay does
not have any material development or mining activities outside Canada or the
United States.


     Following the completion of the combination, a significant portion of
Kinross' mining operations will be located in Brazil, Chile and Russia. The
combined company will be subject to materially different foreign investment
risks than those to which Kinross, TVX and, in particular, Echo Bay, were
subject when they were independent entities. Mining investments are subject to
the risks normally associated with any conduct of business in foreign countries,
including various levels of political and economic risk. The existence or
occurrence of one or more of the following circumstances or events could have a
material adverse impact on the combined company's profitability or the viability
of the combined company's affected foreign operations, which could have a
material adverse impact on the combined company's future cash flows, earnings,
results of operations and financial condition. These risks include the
following:



     - uncertain or unpredictable political, legal and economic environments;


     -  delays in obtaining or the inability to obtain necessary governmental
        permits;

     -  labour disputes;

     -  invalidation of governmental orders;


     -  war and civil disturbances;


                                       S-20


     -  changes in laws or policies of particular countries;

     -  taxation;

     -  government seizure of land or mining claims;

     -  limitations on ownership;

     -  restrictions on the convertibility of currencies;

     -  limitations on the repatriation of earnings; and

     -  increased financing costs.

     These risks may limit or disrupt the projects, restrict the movement of
funds or result in the deprivation of contract rights or the taking of property
by nationalization or expropriation without fair compensation.


     Investors should, in particular, consider the risks relating to an
uncertain or unpredictable legal environment in Russia. While progress with
legal reforms in Russia has progressed, implementation and enforcement of
property rights across Russia's vast territory remain problematic. A weak
bureaucracy and vested interests also remain obstacles. It is not uncommon in
the context of dispute resolution in Russia for parties to use the uncertainty
in the Russian legal environment as leverage in business negotiations. On
September 6, 2002, one of the Russian shareholders of Omolon Gold Mining
Company, Kinross' 54.7% owned Russian subsidiary through which Kinross holds its
interest in the Kubaka gold mine, obtained an order from a court in the Magadan
region of the Russian Federation to arrest Omolon's gold inventory at the Kubaka
mine as well as Omolon's bank accounts pending the resolution of a dispute among
Kinross and certain of Omolon's shareholders.



     Investors should also consider the risks relating to an uncertain or
unpredictable political and economic environment in Brazil and Chile. In the
short term, significant macroeconomic instability in the region is expected to
negatively impact the business environment and may lead to longer term negative
changes in the national approaches taken to ownership by foreign companies of
natural resources.


THE COMBINED COMPANY WILL BE SUBJECT TO RISKS ASSOCIATED WITH CONDUCTING ITS
OPERATIONS IN NUMEROUS CURRENCIES.


     Currency fluctuations may affect the costs which the combined company will
incur at its operations. Gold is sold in the world market in U.S. dollars. In
addition to U.S. dollars, Kinross' costs are incurred principally in Canadian
dollars and Russian roubles, and TVX's costs are incurred principally in
Canadian dollars, Brazilian reals, Chilean pesos and Euros. Echo Bay principally
incurs costs in Canadian and U.S. dollars. The appreciation of non-U.S. dollar
currencies against the U.S. dollar can increase the cost of gold production in
U.S. dollar terms at the combined company's mines located outside of the United
States. If the combined company determines to implement a currency hedging
program to reduce the risk associated with currency fluctuations, there is no
assurance that its hedging strategies will be successful. See "Currency
Presentation and Exchange Rate Information" on page S-iii for the change in
value of the Canadian dollar over the last five years.



     Over the last five years, the dollar has generally strengthened against the
above-mentioned currencies. At present, the Brazilian real (down 150% against
the dollar since December 31, 1998) and the Russian rouble (down 425% against
the dollar since December 31, 1997) remain particularly volatile currencies
potentially subject to significant increases or decreases in value.


KINROSS, TVX AND ECHO BAY HAVE DIFFERENT SENSITIVITIES TO CHANGES IN GOLD AND
SILVER PRICES AS A RESULT OF GOLD AND SILVER HEDGING STRATEGIES.


     Each of the combining companies enters into contracts with banking or
financial institutions in order to hedge revenues against adverse changes in
gold and silver prices. As at June 30, 2002, 461,500 ounces of Kinross' gold
production was committed to spot deferred contracts and fixed forward contracts,
representing 8.2% of Kinross' proven and probable reserves as at December 31,
2001. Also as at June 30, 2002, 150,00 ounces of Kinross' gold production was
committed to written call options, representing 2.7% of Kinross' proven and
probable reserves as at December 31, 2001. Kinross currently has no silver
commodity derivative contracts outstanding. As at June 30, 2002, 700,000 ounces
of TVX's gold production was protected by purchased gold put options,
representing 11.5% of TVX's proven and probable reserves of gold as at December
31, 2001. Also as at June 30, 2002, 3,000,000 ounces of TVX's silver production
was committed to silver call options, representing 9.2% of TVX's proven and
probable reserves of silver as


                                       S-21



at December 31, 2001. As at June 30, 2002, 30,000 ounces of Echo Bay's gold
production was committed to fixed forward contracts, representing 0.8% of Echo
Bay's proven and probable reserves as at December 31, 2001. Also, as at June 30,
2002, 90,000 ounces of Echo Bay's gold production was committed to written call
options, representing 2.4% of Echo Bay's proven and probable reserves as at
December 31, 2001.



     Echo Bay has hedged a smaller portion of its gold production than Kinross
or TVX. As a result, a material increase or decrease in the price of gold has a
greater impact in relative terms on Echo Bay as compared with the impact of a
material increase or decrease in gold prices on Kinross or TVX.


AVERAGE TOTAL CASH COSTS ARE DIFFERENT FOR KINROSS, TVX, ECHO BAY AND THE
NEWMONT INTEREST IN THE TVX NEWMONT AMERICAS JOINT VENTURE.

     "Average total cash costs" figures, calculated in accordance with "The Gold
Institute Production Cost Standard", include mine site operating costs such as
mining, processing, administration, royalties and production taxes (but are
exclusive of amortization, reclamation costs, capital, development and
exploration costs), divided by the ounces of gold produced. The measure is a key
indicator of a company's ability to generate operating earnings and cash flow
from its mining operations.


     Kinross incurred average total cash costs (dollars per gold equivalent
ounce) of $193 in 2001, $202 in 2000 and $196 in 1999. TVX incurred average
total cash costs (dollars per gold equivalent ounce) of $180 in 2001, $178 in
2000 and $170 in 1999. Echo Bay incurred average total cash costs (dollars per
gold equivalent ounce) of $233 in 2001, $204 in 2000 and $226 in 1999. After
giving effect to the combination, average total cash costs of the combined
company are expected to be in excess of the amount incurred by Kinross and TVX
in 2001. Current shareholders of Kinross and TVX may have a greater degree of
exposure to downward fluctuations in gold prices after completion of the
combination as lower gold prices may make certain of the combined company's
mining projects uneconomic due to the higher costs of production at those
projects.


                                       S-22


                                  THE MEETINGS

     Kinross, TVX and Echo Bay have called special meetings of their
shareholders to be held on the dates and at the times and places set out below:



MEETING                                                       DATE    TIME (LOCAL TIME)    PLACE
-------                                                       ----    -----------------    -----
                                                                                  
Kinross.....................................................   --         --                --
TVX.........................................................   --         --                --
Echo Bay....................................................   --         --                --


KINROSS

     At the Kinross special meeting, the holders of Kinross common shares will
be asked to consider and approve:

     -  the issuance of Kinross common shares pursuant to the arrangement,
        including Kinross common shares to be issued pursuant to outstanding
        stock options granted by TVX and Echo Bay and outstanding warrants
        issued by TVX and Echo Bay to purchase TVX common shares and Echo Bay
        common shares;

     -  the election of four additional, agreed-upon individuals to the Kinross
        board of directors;

     -  a consolidation of the outstanding Kinross common shares on the basis of
        one Kinross common share for each three Kinross common shares; and

     -  the termination of Kinross' shareholder rights plan.

     The Kinross share issuance proposal and the election of directors to the
Kinross board of directors must be approved by at least a majority of the votes
cast at the Kinross special meeting. The arrangement is conditional upon
approval of these matters. The consolidation of the Kinross common shares must
be approved by not less than 66 2/3% of the votes cast at the Kinross special
meeting and the termination of Kinross' shareholder rights plan must be approved
by at least a majority of the votes cast at the Kinross special meeting. The
arrangement is not conditional upon approval of the Kinross share consolidation
or the termination of Kinross' shareholder rights plan.

TVX

     At the TVX special meeting, the holders of TVX common shares will be asked
to consider and approve a special resolution approving the participation of TVX
in the arrangement. The special resolution must be approved by not less than
66 2/3% of the votes cast at the TVX special meeting.

ECHO BAY

     At the Echo Bay special meeting, the holders of Echo Bay common shares will
be asked to consider and approve a special resolution approving the
participation of Echo Bay in the arrangement. The special resolution must be
approved by not less than 66 2/3% of the votes cast at the Echo Bay special
meeting.

     FURTHER INFORMATION CONCERNING THE KINROSS SPECIAL MEETING, THE TVX SPECIAL
MEETING OR THE ECHO BAY SPECIAL MEETING, AS APPLICABLE, IS CONTAINED IN THE
NOTICE OF SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR WHICH ACCOMPANIES
THIS MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT. YOU ARE URGED TO CAREFULLY
REVIEW THE PROCEDURES FOR VOTING YOUR SHARES AND THE OTHER INFORMATION SET OUT
IN THESE MATERIALS.

                                       S-23


                                THE COMBINATION

     Kinross, TVX and Echo Bay have entered into the combination agreement dated
as of June 10, 2002, as amended as of July 12, 2002, for the purpose of
combining the ownership of their respective businesses by way of a plan of
arrangement under the CBCA.


     In a separate transaction, TVX and a subsidiary of TVX have entered into
agreements dated as of June 10, 2002 with a subsidiary of Newmont pursuant to
which TVX has agreed to acquire Newmont's approximate 50% non-controlling
interest in the TVX Newmont Americas joint venture, in accordance with an
existing right of first offer and an existing right of first refusal, for $180
million. The purchase price may, at TVX's option, be paid entirely in cash or
TVX may elect to satisfy up to one half of the purchase price payable under each
agreement by delivery of a secured promissory note due December 13, 2002, and
the balance in cash. The maximum aggregate amount of the promissory notes which
may be issued is $90 million. The arrangement is conditional upon the completion
of the purchase of Newmont's interest in the TVX Newmont Americas joint venture.


     Upon completion of the arrangement and purchase of the Newmont interest,
Kinross will own all of the outstanding TVX common shares and Echo Bay common
shares and will own, indirectly, all of the TVX Newmont Americas joint venture.


     Pursuant to the plan of arrangement, TVX will amalgamate with 4082389
Canada Inc., a newly-formed, wholly-owned subsidiary of Kinross, and each holder
of TVX common shares will receive 6.5 Kinross common shares for each TVX common
share. The TVX share exchange ratio reflects a one for ten consolidation of its
common shares which took effect on June 30, 2002. Also pursuant to the plan of
arrangement, shareholders of Echo Bay (other than Kinross) will receive 0.52 of
a Kinross common share for each Echo Bay common share. Immediately prior to the
completion of the combination, and subject to shareholder approval, Kinross
intends to consolidate its outstanding common shares on the basis of one Kinross
common share for each three Kinross common shares. If the Kinross share
consolidation is completed, each holder of TVX common shares will receive 2.1667
Kinross common shares for each TVX common share and each holder of Echo Bay
common shares will receive 0.1733 of a Kinross common share for each Echo Bay
common share.


     The arrangement requires the approval of at least 66 2/3% of the votes cast
by TVX and Echo Bay shareholders at the respective special meetings of TVX and
Echo Bay, as well as the approval of the Superior Court of Ontario. The
shareholders of Kinross will be asked to approve the issuance of Kinross common
shares pursuant to the arrangement, as well as certain other matters discussed
in this circular, at the Kinross special meeting.


                          RECOMMENDATIONS OF DIRECTORS


     The board of directors of each of TVX and Echo Bay has recommended that its
shareholders vote FOR the arrangement at the TVX special meeting and the Echo
Bay special meeting.

     The board of directors of Kinross has recommended that its shareholders
vote FOR all matters discussed in this circular in respect of the arrangement
that are to be presented at the Kinross special meeting.

     FURTHER DETAILS CONCERNING THE RECOMMENDATIONS OF THE BOARDS OF DIRECTORS
OF KINROSS, TVX AND ECHO BAY, AS APPLICABLE, CAN BE FOUND IN THE NOTICE OF
SPECIAL MEETING AND MANAGEMENT INFORMATION CIRCULAR WHICH ACCOMPANIES THIS
MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT. YOU ARE URGED TO READ THESE
MATERIALS CAREFULLY.

                     INTENTIONS OF SIGNIFICANT SHAREHOLDERS

KINROSS LOCK-UP AGREEMENT

     Kinross is the beneficial owner of approximately 10.6% of the outstanding
Echo Bay common shares. Kinross has entered into a lock-up agreement with Echo
Bay dated June 10, 2002, pursuant to which it has agreed to vote its Echo Bay
common shares in favour of the arrangement at the Echo Bay special meeting.

     Pursuant to the Kinross lock-up agreement, subject to the subsequent
paragraph, Kinross has agreed that it will not option, sell, transfer, pledge,
encumber, grant a security interest in, hypothecate or otherwise convey its Echo
Bay common shares.

     If, however, Kinross wishes to option, sell, transfer, pledge, encumber,
grant a security interest in, hypothecate or otherwise convey all or
substantially all of its Echo Bay common shares, Kinross, under the Kinross
lock-up
                                       S-24



agreement, may do so if it delivers to Echo Bay an agreement duly executed by
the acquirer whereby the acquirer becomes obligated to Echo Bay on substantially
similar terms to those contained in the Kinross lock-up agreement. This
restriction on Kinross' ability to sell, transfer, pledge, encumber, grant a
security interest in, hypothecate or otherwise convey all or substantially all
of its Echo Bay common shares shall survive the termination of the Kinross
lock-up agreement and stay in effect so long as Echo Bay is or may be subject to
paying liquidated damages under the combination agreement.



     The Kinross lock-up agreement provides that Kinross will deposit with the
registrar and transfer agent of the Echo Bay common shares a duly completed and
executed proxy voting its Echo Bay common shares in favour of the arrangement.
Neither Kinross nor any person acting on its behalf will withdraw, amend or
invalidate the proxy deposited by Kinross.


     The Kinross lock-up agreement further provides that Kinross will:

     -  not take any action of any kind which would be inconsistent with the
        combination agreement, including any action to solicit, initiate,
        facilitate or knowingly encourage the initiation of an acquisition
        proposal;

     -  notify Echo Bay promptly upon becoming aware of any acquisition
        proposal; and

     -  use commercially reasonable efforts to assist Echo Bay and the other
        parties to the combination agreement to successfully complete the
        combination.


     The Kinross lock-up agreement may be terminated by either party if the
combination agreement is terminated in accordance with its terms and shall
terminate automatically on the effective date of the combination.


NEWMONT LOCK-UP AGREEMENT

     Newmont's wholly-owned subsidiary, Newmont Mining Corporation of Canada
Limited ("Newmont Canada"), is the beneficial owner of approximately 45.2% of
the outstanding Echo Bay common shares, and Newmont and Newmont Canada have
entered into a lock-up agreement with Echo Bay dated June 10, 2002, pursuant to
which Newmont Canada has agreed to vote its Echo Bay common shares in favour of
the arrangement at the Echo Bay special meeting.

     Pursuant to the Newmont lock-up agreement, subject to the subsequent
paragraph, Newmont Canada has agreed that it will not option, sell, transfer,
pledge, encumber, grant a security interest in, hypothecate or otherwise convey
its Echo Bay common shares.


     If, however, Newmont Canada wishes to option, sell, transfer, pledge,
encumber, grant a security interest in, hypothecate or otherwise convey all or
substantially all of its Echo Bay common shares, it may do so if in certain
circumstances it delivers to Echo Bay an agreement duly executed by the acquirer
whereby the acquirer becomes obligated to Echo Bay on substantially similar
terms to those contained in the Newmont lock-up agreement. This restriction on
Newmont's ability to sell, transfer, pledge, encumber, grant a security interest
in, hypothecate or otherwise convey all or substantially all of its Echo Bay
common shares shall survive the termination of the Newmont lock-up agreement and
stay in effect so long as Echo Bay is or may be subject to paying liquidated
damages under the combination agreement.



     The Newmont lock-up agreement provides that Newmont Canada will deposit
with the registrar and transfer agent of the Echo Bay common shares a duly
completed and executed proxy voting its Echo Bay common shares in favour of the
arrangement. Neither Newmont Canada nor any person acting on its behalf will
withdraw, amend or invalidate the proxy deposited by Newmont Canada.


     The Newmont lock-up agreement further provides that Newmont and Newmont
Canada will:

     -  not take any action of any kind which would be inconsistent with the
        combination agreement, including any action to solicit, initiate,
        facilitate or knowingly encourage the initiation of an acquisition
        proposal;

     -  notify Echo Bay promptly upon becoming aware of any acquisition
        proposal; and

     -  use commercially reasonable efforts to assist Echo Bay and the other
        parties to the combination agreement to successfully complete the
        combination.

     If Newmont Canada fails to comply with its obligations to vote in favour of
Echo Bay's participation in the arrangement and the Echo Bay shareholders fail
to approve its participation in the combination, then Newmont and Newmont Canada
have agreed to indemnify, jointly and severally, and hold harmless Echo Bay from
its obligation

                                       S-25



under the combination agreement to reimburse each of Kinross and TVX for their
expenses, up to a maximum of Cdn.$2.5 million. However, Newmont and Newmont
Canada are not obligated to indemnify Echo Bay if Echo Bay's board of directors
has withdrawn or changed its recommendation with respect to the arrangement or
recommended in favour of another acquisition proposal and the Echo Bay
shareholders fail to approve Echo Bay's participation in the combination.


     Additionally, if Echo Bay becomes obligated to pay liquidated damages under
the combination agreement because:

     -  a bona fide acquisition proposal is publicly announced, proposed,
        offered or made and not withdrawn to Echo Bay and its shareholders;

     -  the Echo Bay shareholders do not approve the requisite resolutions by
        which Echo Bay would participate in the arrangement, and thereafter the
        combination agreement is terminated; and

     -  within six months after termination of the combination agreement,
        Newmont or Newmont Canada enters into or consummates a change of control
        proposal with respect to Echo Bay,

then Newmont and Newmont Canada have agreed to indemnify, jointly and severally,
and hold harmless Echo Bay from such liquidated damages unless such change of
control proposal is recommended by the Echo Bay board of directors or Echo Bay
has previously become liable to pay liquidated damages under the combination
agreement. All of the Newmont/Newmont Canada indemnity provisions survive the
termination of the Newmont lock-up agreement.

     Each of Echo Bay, Newmont and Newmont Canada may terminate the Newmont
lock-up agreement if:

     -  the arrangement proposed to Echo Bay shareholders does not correspond in
        all material respects to that contemplated by the combination agreement;

     -  the Kinross shareholder rights plan is not authorized to be terminated
        at the Kinross special meeting, or is in fact not terminated prior to
        the effective date of the combination, and the arrangement cannot
        otherwise be effected on a tax-deferred rollover basis for Canadian
        shareholders of Echo Bay; or

     -  the combination agreement is terminated in accordance with its terms.

     The Newmont lock-up agreement shall automatically terminate on the
effective date of the combination.

BEECH LOCK-UP AGREEMENT

     Beech is the beneficial owner of approximately 18.6% of the outstanding TVX
common shares. Beech has entered into a lock-up agreement with TVX dated June
10, 2002, pursuant to which Beech has agreed to vote its TVX common shares in
favour of the participation of TVX in the combination at the TVX special
meeting.

     Pursuant to the Beech lock-up agreement, subject to the subsequent
paragraph, Beech has agreed that it will not sell, transfer or otherwise deal
with its TVX common shares, including by way of option or granting a security
interest in such shares, prior to the TVX special meeting.

     Beech, however, may sell, transfer, or otherwise deal with its TVX common
shares prior to the TVX special meeting, in a negotiated transaction in which
the acquirer delivers to TVX an agreement which contains substantially similar
terms as the Beech lock-up agreement.

     Beech may terminate the Beech lock-up agreement if:

     -  the terms on which the combination is proposed to the TVX shareholders
        do not in all material respects conform with the description contained
        in the combination agreement in all material respects or the combination
        agreement is amended in any material respect;

     -  the required approval from the shareholders of Kinross, TVX or Echo Bay
        is not obtained;

     -  a superior proposal is made and not withdrawn;

     -  the combination is not completed on or before December 31, 2002;

     -  each of the Kinross, TVX and Echo Bay special meetings is not held on or
        before December 27, 2002; or

     -  the combination agreement terminates in accordance with its terms.

                                       S-26



           INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS OF KINROSS,

                      TVX AND ECHO BAY IN THE ARRANGEMENT


     In considering the recommendation of the board of directors of each of
Kinross, TVX and Echo Bay that you vote to approve the matters discussed in this
circular, you should be aware that some of the directors and executive officers
of Kinross, TVX and Echo Bay have interests in the arrangement that are
different from, or in addition to, the interests of shareholders of Kinross, TVX
and Echo Bay generally.



KINROSS



EMPLOYMENT AGREEMENT/SEVERANCE



     Kinross has entered into severance agreements with Mr. Robert Buchan,
President and Chief Executive Officer and Mr. Arthur Ditto, Vice-Chairman. Under
their severance agreements, the combination will constitute a change of control.
Upon the delivery of a notice of termination to Kinross following a change of
control, Messrs. Buchan and Ditto will be entitled to be paid by Kinross a cash
payment equal to 2.5 times their annual salary, benefits and designated annual
bonus, all stock options they hold will become immediately exercisable and all
reasonable legal expenses they incur as a result of their termination shall be
paid by Kinross. Assuming Messrs. Buchan and Ditto experience a termination
following the effective date of the combination, and calculated based on his
current salary, benefits and bonus entitlement for the year 2002, Messrs. Buchan
and Ditto would be entitled to a lump sum payment of approximately $1,207,360
(does not include Mr. Buchan's bonus entitlement which has not been determined
yet for 2002) and $970,695 respectively.



     Kinross has also entered into severance agreements with Mr. John Ivany,
Executive Vice-President, Mr. Brian Penny, Vice-President, Finance and Chief
Financial Officer, Mr. Gordon McCreary, Vice-President Investor Relations and
Corporate Development, Mr. Scott Caldwell, Executive Vice-President and Chief
Operating Officer, Mr. Christopher Hill, Vice President and Treasurer, Mr. Al
Schoening, Vice-President, Human Resources and Corporate Affairs, Mr. Ron
Stewart, Vice-President, Exploration, Mr. Jerry Danni, Vice-President,
Environment, and Ms. Shelley Riley, Corporate Secretary.



     Under their severance agreements, the combination will constitute a change
of control. Upon the termination of the employment of the individual, unless
such termination is because of death, disability, for cause or such individual
resigns (except if such resignation by the individual follows an adverse change
in his or her duties, powers, rights, salary or benefits, a diminution of title,
and other specified negative changes to such individual's employment situation),
following a change of control and within 18 months following such change of
control, the individuals listed above will be entitled to be paid by Kinross a
cash payment equal to 2 times such individual's annual salary, benefits and
designated annual bonus, all stock options held by such individual will become
immediately exercisable and all reasonable legal expenses incurred by such
individual as a result of his or her termination shall be paid by Kinross.
Assuming Messrs. Ivany, Penny, McCreary, Caldwell, Hill, Schoening, Stewart and
Danni and Ms. Riley experience a termination or resign from Kinross under
specified circumstances (as described above) following the effective date of the
combination, and calculated based on each of their current annual salary,
benefits and bonus entitlement for the year 2002, Messrs. Ivany, Penny,
McCreary, Caldwell, Hill, Schoening, Stewart, Danni and Ms. Riley would be
entitled to a lump sum cash payment of approximately $612,182, $515,160,
$376,258, $662,456, $356,034, $395,340, $344,400, $456,000 and $194,696,
respectively.



     Kinross does not expect that it will be required to make the payments
disclosed above as a consequence of the combination.


TVX

EMPLOYMENT AGREEMENTS/SEVERANCE

     TVX has entered into employment agreements with Mr. Sean Harvey, President
and Chief Executive Officer, Mr. Melvyn Williams, Chief Financial Officer, Mr.
Gregory Laing, General Counsel, Vice-President and Corporate Secretary, Mr.
Robert Whittall, Vice-President, Finance, Mr. John Raisbeck, Chairman and Chief
Executive Officer of TVX Hellas, and Mr. William Smith, Finance and
Administration Manager of TVX Hellas.

     Following the combination, Mr. Harvey may, within 90 days, elect to
terminate his employment agreement. If he so elects or if he is terminated
without cause, he will receive severance benefits equal to two times his current
annual

                                       S-27


base salary. Based on Mr. Harvey's current annual base salary, Mr. Harvey would
be entitled in either circumstance to a lump sum cash payment of approximately
$900,000.

     Upon termination of the employment of Mr. Williams or Mr. Laing following a
change of control, each of Mr. Williams and Mr. Laing will be entitled to a
severance payment equal to two times his base salary. In the event that Mr.
Williams or Mr. Laing experienced a termination from TVX following the effective
date of the combination, and calculated based on Mr. Williams' and Mr. Laing's
respective current annual base salary, Mr. Williams and Mr. Laing would be
entitled to a lump sum cash payment of approximately $370,000 and $300,000,
respectively. In the event the employment of Messrs. Whittall, Raisbeck or Smith
is terminated following a change of control, Mr. Whittall is entitled to a
severance payment equal to six months base salary, Mr Raisbeck is entitled to a
severance payment equal to 18 months base salary and Mr. Smith is entitled to a
severance payment equal to 12 months base salary. Assuming Mr. Whittall, Mr.
Raisbeck or Mr. Smith experienced a termination from TVX following the effective
date of the combination, and calculated based on Mr. Whittall's, Mr. Raisbeck's
and Mr. Smith's respective current annual base salary, Mr. Whittall, Mr.
Raisbeck and Mr. Smith would be entitled to a lump sum cash payment of
approximately Cdn.$87,500, $262,500 and $130,000, respectively.


     Completion of the arrangement will constitute a change of control within
the meaning of each of the above-mentioned TVX employment agreements. Kinross
expects that it will be required to make the payments described above as a
consequence of the combination.


ECHO BAY

EMPLOYMENT AGREEMENTS/SEVERANCE

     Echo Bay has entered into employment agreements with Mr. Robert Leclerc,
Chairman and Chief Executive Officer, Ms. Lois-Ann Brodrick, Vice-President and
Secretary, Mr. Jerry McCrank, Vice-President, Operations, Mr. Tom Yip,
Vice-President, Finance and Chief Financial Officer, and Mr. David Ottewell,
Controller.

     Mr. Leclerc's employment agreement is for an indefinite term and provides
for certain lump sum payments if Echo Bay terminates Mr. Leclerc's employment on
less than two years' written notice or demotes him and he voluntarily resigns.
If a change of control of Echo Bay is followed by a termination of Mr. Leclerc's
employment under specified circumstances (as described below), Mr. Leclerc will
be paid a cash payment equal to three times the total of his current annual
salary in effect as of the time of the change of control plus bonus under the
executive cash incentive plan and will receive two years of continued health
coverage. Assuming Mr. Leclerc experienced a termination or resigned from Echo
Bay under specified circumstances (as described below) following the effective
date of the combination, and calculated based on Mr. Leclerc's current annual
base salary and bonus under the executive cash incentive plan in effect for
2002, Mr. Leclerc would be entitled to a lump sum cash payment of approximately
$1,950,000. If those payments and any other benefits provided to Mr. Leclerc
would be subject to any excise tax imposed by Section 4999 of the Code or any
interest or penalties with respect to such excise tax, then Mr. Leclerc will be
entitled to receive an additional payment in an amount that will fund the
payment of any excise tax on the total payments and benefits received by Mr.
Leclerc following a change of control as well as all income taxes imposed on the
excise tax restoration payment, any excise tax imposed on the excise tax
restoration payment and any interest or penalties imposed with respect to taxes
on the excise tax restoration payment or any excise tax. The specified
circumstances include:

     -  Echo Bay's termination of Mr. Leclerc's employment within one year of a
        change of control; or

     -  a voluntary resignation by Mr. Leclerc for "good reason" within one year
        of a change of control. The expression "good reason" is defined to
        include any one of four acts of employer constructive dismissal:

       -  the assignment of lower level status or responsibility;

       -  a reduction in base salary;

       -  a requirement to relocate; or

       -  a change in employee participation in or benefits under Echo Bay's
          benefit plans; or

     -  in the final 30 days of the one-year period referred to above, Mr.
        Leclerc may resign for any reason, or no reason at all, and be entitled
        to the cash payment and benefits.

     Each of the other named executive officers of Echo Bay has entered into an
employment agreement for an indefinite term. If a change of control of Echo Bay
is followed by termination of the individual's employment under specified
circumstances (as described above as applied to the individuals), Ms. Brodrick,
Mr. McCrank and Mr. Yip
                                       S-28


will be paid a cash payment equal to three times the total of his or her annual
salary in effect at the time of the change of control plus bonus under the
executive cash incentive plan and will receive two years of continued health
coverage. Assuming Ms. Brodrick, Mr. McCrank, and Mr. Yip experienced a
termination or resigned from Echo Bay under specified circumstances (as
described above as applied to the individuals) following the effective date of
the combination, and calculated based on Ms. Brodrick's, Mr. McCrank's and Mr.
Yip's current annual base salary and bonus under the executive cash incentive
plan in effect for 2002, Ms. Brodrick, Mr. McCrank and Mr. Yip would be entitled
to a lump sum cash payment of approximately $1,125,000, $1,155,000 and
$1,155,000. In all other respects, including with respect to the change of
control and excise tax restoration payment provisions, the employment agreements
for Ms. Brodrick and Messrs. McCrank and Yip are identical to Mr. Leclerc's
agreement. Mr. Ottewell's agreement provides for a lower payout structure than
the others, does not afford the right to resign in the final 30 days of the
one-year period referred to above and does not contain an obligation of Echo Bay
to make an excise tax restoration payment. If a change of control of Echo Bay is
followed by termination of Mr. Ottewell's employment under specified
circumstances (as described above as applied to Mr. Ottewell, but excluding the
right to resign in the final 30 days of the one-year period referred to above),
Mr. Ottewell will be paid a cash payment equal to 1.5 times the total of his
annual salary in effect at the time of the change of control plus bonus under
the executive cash incentive plan. Assuming Mr. Ottewell experienced a
termination or resigned from Echo Bay under specified circumstances (as
described above as applied to Mr. Ottewell, but excluding the right to resign in
the final 30 days of the one-year period referred to above) following the
effective date of the combination, and calculated based on Mr. Ottewell's
current annual base salary and bonus under the cash incentive plan: controller
in effect for 2002, Mr. Ottewell would be entitled to a lump sum cash payment of
approximately $243,700.


     Completion of the capital securities exchange on April 3, 2002, whereby
Echo Bay issued common shares in exchange for all of its $100 million aggregate
principal amount of 11% junior subordinated debentures due 2027 (as more fully
described in Schedule C to this circular under the heading entitled "Recent
Developments -- Exchange of Capital Securities"), constituted a change of
control within the meaning of each of the above-mentioned Echo Bay employment
agreements. In addition, completion of the arrangement will also constitute a
change of control within the meaning of each of the above-mentioned Echo Bay
employment agreements. Pursuant to these employment agreements severance
payments are only payable once upon a change of control and Kinross expects that
it will be required to make the payments described above as a consequence of the
combination.



KINROSS, TVX AND ECHO BAY


VESTING OF UNVESTED OPTIONS


     As of June 30, 2002, directors and executive officers of Kinross held an
aggregate of 6,765,000 vested and 1,670,000 unvested stock options issued by
Kinross, directors and executive officers of TVX held an aggregate of 85,777
vested and 416,046 unvested stock options issued by TVX, and directors and
executive officers of Echo Bay held an aggregate of 1,109,176 vested and 341,699
unvested stock options issued by Echo Bay. In particular, as of June 30, 2002:



     - in the case of Kinross, Messrs. Buchan, Caldwell, Danni, Ditto, Hill,
       Ivany, McCreary, Penny, Schoening and Stewart and Ms. Riley held
       outstanding options with respect to 2,950,000, 630,000, 120,000,
       1,360,000, 450,000, 810,000, 425,000, 480,000, 410,000, 100,000 and
       80,000 Kinross common shares (on a pre-consolidation basis),
       respectively, of which stock options with respect to 2,583,333, 466,666,
       16,667, 1,151,666, 346,667, 646,666, 330,000, 376,667, 306,667, 0 and
       60,000 Kinross common shares were vested and exercisable as of such date,
       respectively, and stock options with respect to 366,667, 163,334,
       103,333, 208,334, 103,333, 163,334, 95,000, 103,333, 103,333, 100,000 and
       20,000 were unvested as of such date, respectively.



     -  in the case of TVX, Messrs. Harvey, Williams, Laing, Whittall, Raisbeck
        and Smith held outstanding stock options with respect to 150,000,
        81,750, 81,750, 47,500, 38,067 and 24,133 TVX common shares,
        respectively, of which stock options with respect to 16,667, 6,683,
        29,583, 9,167, 1,400 and 800 TVX common shares were vested and
        exercisable as of such date, respectively, and stock options with
        respect to 133,333, 52,167, 67,167, 38,333, 36,667 and 23,333 TVX common
        shares were unvested as of such date, respectively; and


     -  in the case of Echo Bay, Messrs. Leclerc, McCrank, Yip and Ottewell and
        Ms. Brodrick held outstanding stock options with respect to 890,110;
        159,203; 146,377; 25,252; and 119,133 Echo Bay common shares,

                                       S-29



        respectively, of which stock options with respect to 700,083; 108,911;
        100,230; 15,252; and 73,900 Echo Bay common shares were vested and
        exercisable as of such date, respectively, and stock options with
        respect to 190,027; 50,292; 46,147; 10,000; and 45,233 Echo Bay common
        shares were unvested as of such date, respectively.



     Upon completion of the combination, all unvested and unexercisable Kinross
stock options, TVX stock options and Echo Bay stock options will vest and become
exercisable either pursuant to the terms of the plan under which they were
issued or the terms of such options themselves. Based on the number of Kinross
common shares, TVX common shares and Echo Bay common shares subject to options
and held by directors and executive officers of TVX and Echo Bay as of June 30,
2002, the directors and executive officers of Kinross, TVX and Echo Bay will
hold an aggregate of 12,451,304 options to purchase Kinross common shares
following completion of the combination (or 4,150,435 options to purchase
Kinross common shares if the Kinross one for three share consolidation is
effected).


     The terms of all outstanding stock options granted by TVX and Echo Bay will
be amended to provide that each holder of an option to acquire TVX common shares
or Echo Bay common shares shall be entitled to acquire, on substantially
identical terms and conditions to those applicable under such stock option and
for the same aggregate consideration, the aggregate number of Kinross common
shares that the holder of the option would have been entitled to receive as a
result of the combination if the holder of the option had been the registered
holder of the number of TVX common shares or Echo Bay common shares which the
holder was entitled to purchase on exercise of the option.

MAINTENANCE OF INSURANCE

     Kinross has covenanted in the combination agreement to maintain directors'
and officers' liability insurance covering the individuals presently covered
under TVX's and Echo Bay's existing insurance for a period of six years
following completion of the combination.

ELECTION OF DIRECTORS

     Kinross has covenanted in the combination agreement that it will, at the
Kinross special meeting, ask the holders of Kinross common shares to elect four
additional, agreed-upon individuals, being Messrs. Harry S. Campbell, David
Harquail, Robert L. Leclerc and George F. Michals, to the board of directors of
Kinross.

     The board of directors of TVX was aware of the interests described above,
with respect to TVX's directors and executive officers, in approving the
arrangement. The board of directors of Echo Bay was aware of the interests
described above, with respect to Echo Bay's directors and executive officers, in
approving the arrangement.

                        DISSENTING SHAREHOLDERS' RIGHTS

TVX AND ECHO BAY


     The plan of arrangement provides that the holders of TVX common shares and
Echo Bay common shares have the right to dissent from the arrangement in the
manner provided in section 190 of the CBCA as modified by the interim order of
the Superior Court of Ontario made in respect of the arrangement and by the plan
of arrangement. Registered holders of TVX or Echo Bay common shares who exercise
their rights of dissent will be entitled, in the event the arrangement becomes
effective, to be paid the fair value of the TVX common shares or the Echo Bay
common shares, as appropriate, determined as of the close of business on the day
before the resolution approving the arrangement is adopted at the TVX special
meeting or the Echo Bay special meeting, as appropriate. The following is a
summary of the rights of dissent, which shareholders are invited to read in
conjunction with section 190 of the CBCA, the interim order and the plan of
arrangement, which are reprinted in their entirety as Exhibits D, B and C
attached to this circular.



     The obligation of Kinross, TVX and Echo Bay to complete the combination is
subject to the holders of not more than 5% of the issued and outstanding common
shares of TVX or Echo Bay exercising their rights of dissent with respect to the
arrangement.



     If TVX shareholders or Echo Bay shareholders wish to exercise their rights
of dissent, Kinross must receive a dissent notice at Suite 5200, 40 King Street
West, Toronto, Ontario, Canada, M5H 3Y2, no later than 5:00 p.m. (eastern
standard time) on the business day preceding the TVX special meeting or the Echo
Bay special meeting, as applicable (or any postponement or adjournment thereof).
A dissent notice may also be filed with the Chairman of the TVX special meeting
or the Echo Bay special meeting, as the case may be, prior to the commencement
of such meeting (or any postponement or adjournment thereof). The filing of a
dissent notice does not deprive a registered shareholder of TVX or Echo Bay of
the right to vote; but a shareholder who has submitted a dissent notice and who
votes in favour of


                                       S-30



the arrangement will no longer be considered a dissenting shareholder with
respect to the shares voted in favour of the arrangement. If a shareholder does
not vote against the arrangement this will not constitute a waiver of rights of
dissent. A vote against the arrangement or a failure to vote does not constitute
a dissent notice. Similarly, the revocation of a proxy conferring authority on
the proxyholder to vote in favour of the arrangement does not constitute a
dissent notice; however, any proxy granted by a TVX or Echo Bay shareholder who
intends to dissent, other than a proxy that instructs the proxyholder to vote
against the arrangement resolution, should be validly revoked in order to
prevent the proxyholder from voting such TVX or Echo Bay common shares in favour
of the arrangement and thereby causing the TVX or Echo Bay shareholder to
forfeit his or her right of dissent.



     There is no right of partial dissent. Accordingly, a dissenting shareholder
may only dissent with respect to all TVX common shares or Echo Bay common
shares, as applicable, held on behalf of any one beneficial owner and registered
in the name of the dissenting shareholder. One consequence of this provision is
that a shareholder may only exercise the right to dissent under their rights of
dissent in respect of shares which are registered in that shareholder's name. In
many cases, shares are beneficially owned by their non-registered holders. Such
shares are registered either:


     -  in the name of an intermediary that the non-registered holder deals with
        in respect of the shares (such as banks, trust companies, securities
        dealers and brokers, trustees or administrators of self-administered
        registered retirement savings plans (as defined under the Tax Act),
        registered retirement income funds (as defined under the Tax Act),
        registered education savings plans and similar plans, and their
        nominees); or

     -  in the name of a clearing agency (such as The Canadian Depository for
        Securities Limited, CDS Inc. or The Depository Trust Company) of which
        the intermediary is a participant.


     Accordingly, a non-registered holder will not be entitled to exercise the
rights of dissent directly (unless the shares are re-registered in the
non-registered holder's name). A non-registered holder who wishes to exercise
rights of dissent should immediately contact the intermediary with whom the
non-registered holder deals in respect of the shares and either:



     -  instruct the intermediary to exercise the rights of dissent on the
        non-registered holder's behalf (which, if the shares are registered in
        the name of CDS Inc. or other clearing agency, would require that the
        shares first be re-registered in the name of the intermediary); or



     -  instruct the intermediary to re-register the shares in the name of the
        non-registered holder, in which case the non-registered holder would
        have to exercise the rights of dissent directly.



     Kinross is required, within 10 days after the arrangement is approved by
the TVX shareholders or the Echo Bay shareholders, as applicable, to notify each
shareholder who has filed a dissent notice that the arrangement has been
approved. Such notice is not required to be sent to any shareholder who voted
for the arrangement or who has withdrawn his or her Dissent Notice.



     A dissenting shareholder who has not withdrawn his or her dissent notice
must then, within 20 days after the dissenting shareholder receives notice that
the arrangement has been approved or, if the dissenting shareholder does not
receive such notice, within 20 days after the dissenting shareholder learns that
the arrangement has been approved, send to Kinross a written notice containing
his or her name and address, the number of TVX common shares or Echo Bay common
shares, as the case may be, in respect of which the dissenting shareholder
dissents, and a demand for payment of the fair value of such shares. Within 30
days after sending such a notice and demand for payment, the dissenting
shareholder must send, to Kinross or its transfer agent, the certificates
representing the TVX common shares or Echo Bay common shares in respect of which
he or she dissents.



     A dissenting shareholder who fails to send the certificates representing
the shares in respect of which he or she dissents has no right to make a claim
under the rights of dissent. The transfer agent for Kinross will endorse on
share certificates received from a dissenting shareholder a notice that the
holder is a dissenting shareholder and will forthwith return the share
certificates to the dissenting shareholder.



     On sending a notice and demand for payment to Kinross, a dissenting
shareholder ceases to have any rights as a shareholder, other than the right to
be paid the fair value of his or her TVX common shares or Echo Bay common
shares, as determined under the rights of dissent, except where:



     -  the dissenting shareholder withdraws the demand for payment before
        Kinross makes a written offer to pay (an "Offer to Pay") fair value for
        the TVX common shares or the Echo Bay common shares to the dissenting
        shareholder pursuant to the rights of dissent;


                                       S-31



     -  Kinross fails to make a timely offer to pay fair value for the TVX
        common shares or the Echo Bay common shares and the dissenting
        shareholder withdraws his or her demand for payment; or


     -  the board of directors of TVX or Echo Bay, as the case may be, revokes
        the special resolution prior to effecting the arrangement,


in all of which cases the dissenting shareholder's rights as a shareholder are
reinstated as of the date the notice and demand for payment was sent and such
shares shall be subject to the arrangement if it has been completed.



     In addition, pursuant to the plan of arrangement, registered shareholders
who duly exercise such rights of dissent and who:


     -  are ultimately determined to be entitled to be paid fair value for their
        TVX common shares or Echo Bay common shares will be deemed to have
        transferred their TVX common shares or Echo Bay common shares to Kinross
        as of the effective time of the arrangement; or

     -  are ultimately not entitled, for any reason, to be paid fair value for
        their TVX common shares or Echo Bay common shares, shall be deemed to
        have participated in the arrangement on the same basis as any
        non-dissenting and non-electing holder of TVX common shares or Echo Bay
        common shares and shall receive Kinross common shares in accordance with
        the plan of arrangement.


     Kinross is required, not later than seven days after the later of the
effective date of the arrangement or the date on which it received the notice
and demand for payment of a dissenting shareholder, to send to each dissenting
shareholder who has sent a notice and demand for payment, an offer to pay for
his or her TVX common shares or Echo Bay common shares in an amount considered
by the board of directors of Kinross to be the fair value thereof, accompanied
by a statement showing the manner in which the fair value was determined. Every
offer to pay must be on the same terms. Kinross must pay for the TVX common
shares or Echo Bay common shares, as the case may be, of a dissenting
shareholder within 10 days after an offer to pay has been accepted by a
dissenting shareholder, but any such offer to pay lapses if Kinross does not
receive an acceptance thereof within 30 days after the offer to pay has been
made.



     If Kinross fails to make an offer to pay for the TVX common shares or Echo
Bay common shares, respectively, of a dissenting shareholder, or if a dissenting
shareholder fails to accept an offer that has been made, Kinross may, within 50
days after the effective date of the arrangement or within such further period
as a court may allow, apply to a court to fix a fair value for the common shares
of dissenting shareholders. If Kinross fails to apply to a court to fix such
fair value, a dissenting shareholder may apply to a court for the same purpose
within a further period of 20 days or within such further period as a court may
allow. A dissenting shareholder is not required to give security for costs in
such an application.


     Upon an application to a court, all dissenting shareholders whose TVX
common shares or Echo Bay common shares have not been purchased by Kinross will
be joined as parties and bound by the decision of the court, and Kinross will be
required to notify each affected dissenting shareholder of the date, place and
consequences of the application and of his or her right to appear and be heard
in person or by counsel. Upon any such application to a court, the court may
determine whether any person is a dissenting shareholder who should be joined as
a party, and the court will then fix a fair value for the TVX common shares and
the Echo Bay common shares of all dissenting shareholders. The final order of a
court will be rendered against Kinross in favour of each dissenting shareholder
and for the amount of the fair value of his or her TVX common shares or Echo Bay
common shares as fixed by the court. The court may, in its discretion, allow a
reasonable rate of interest on the amount payable to each dissenting shareholder
from the effective date of the arrangement until the date of payment.


     THE ABOVE IS ONLY A SUMMARY OF THE RIGHTS OF DISSENT, WHICH ARE TECHNICAL
AND COMPLEX. WE URGE SHAREHOLDERS WHO WISH TO AVAIL THEMSELVES OF THEIR RIGHTS
OF DISSENT TO SEEK LEGAL ADVICE AS FAILURE TO COMPLY STRICTLY WITH THE
PROVISIONS OF THE RIGHTS OF DISSENT MAY RESULT IN THE LOSS OF ALL RIGHTS
THEREUNDER. FOR A GENERAL SUMMARY OF CERTAIN INCOME TAX IMPLICATIONS TO A
DISSENTING SHAREHOLDER, SEE "MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
OF THE ARRANGEMENT" AND "MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSIDERATIONS OF THE ARRANGEMENT". THE COMPLETE TEXT OF THE INTERIM ORDER IS
ATTACHED TO THIS CIRCULAR AS EXHIBIT B, THE COMPLETE TEXT OF THE PLAN OF
ARRANGEMENT IS ATTACHED TO THIS CIRCULAR AS EXHIBIT C AND SECTION 190 OF THE
CBCA IS ATTACHED TO THIS CIRCULAR AS EXHIBIT D.


KINROSS

     The holders of Kinross common shares will not be entitled to any rights of
dissent under the OBCA or otherwise with respect to any matters to be voted upon
at the Kinross special meeting.

                                       S-32


                           THE COMBINATION AGREEMENT


     The description of the terms and conditions of the combination agreement
set out below is materially complete. The full text of the combination agreement
attached as Exhibit A and is incorporated by reference in this circular.
Shareholders are encouraged to read the combination agreement in its entirety.


GENERAL

     The combination agreement is dated as of June 10, 2002, as amended as of
July 12, 2002, and is made among Kinross, TVX and Echo Bay. The combination
agreement provides for the combination of the businesses of Kinross, TVX and
Echo Bay by way of a plan of arrangement effected under the CBCA.

     The combination agreement also contemplates that immediately before the
completion of the arrangement, TVX will acquire Newmont's interest in the TVX
Newmont Americas joint venture under an existing right of first offer and an
existing right of first refusal contained in the TVX Newmont Americas joint
venture agreements entered into on June 11, 1999.

EXCHANGE RATIOS

     Under the arrangement, TVX will amalgamate with 4082389 Canada Inc., a
newly-formed, wholly-owned subsidiary of Kinross, and each holder of TVX common
shares will receive 6.5 Kinross common shares for each TVX common share. The
exchange ratio for the TVX common shares reflects the one for ten consolidation
of the TVX common shares which took effect on June 30, 2002.

     Also under the arrangement, shareholders of Echo Bay (other than Kinross)
will exchange their Echo Bay common shares for Kinross common shares on the
basis of 0.52 of a Kinross common share for each Echo Bay common share.

     Kinross intends to seek the approval of its shareholders to the
consolidation of its outstanding common shares on a one for three basis, to
become effective immediately prior to completion of the combination. If the
Kinross share consolidation is approved, each holder of TVX common shares will
receive 2.1667 Kinross common shares for each TVX common share, and each holder
of Echo Bay common shares will receive 0.1733 of a Kinross common share for each
Echo Bay common share in the arrangement.

EFFECTIVE DATE

     The closing of the combination will be effected on the first business day
after the satisfaction or waiver of the conditions described below under
"Conditions to Completion of the Combination", or as soon as practicable after
that date as the parties may otherwise agree. On the effective date, the parties
will take the following steps in the order specified:

     -  TVX will acquire Newmont's interest in the TVX Newmont Americas joint
        venture;

     -  if the share consolidation is approved at the Kinross special meeting of
        shareholders, Kinross will file articles of amendment with the Director
        under the OBCA to give effect to the consolidation of the Kinross common
        shares on a one for three basis;

     -  Kinross will cause its wholly-owned subsidiary, 4082389 Canada Inc., to
        file articles of arrangement with the Director under the CBCA to give
        effect to the plan of arrangement; and

     -  the resolution of the shareholders of Kinross electing a new board of
        directors will become effective.

REPRESENTATIONS AND WARRANTIES

     The combination agreement contains generally reciprocal representations and
warranties given by each of Kinross, TVX and Echo Bay to the other parties.
These representations and warranties relate to:

     -  the recommendation of the independent committee of the board of
        directors of each of TVX and Echo Bay and the determination by the board
        of directors of each party to recommend participation by that party in
        the combination;

     -  the receipt of a fairness opinion of each party's financial advisor;

     -  the timely filing of, accuracy and completeness of that party's public
        disclosure documents;

     -  the accuracy and completeness of information supplied by that party for
        inclusion in this circular;
                                       S-33



     -  the absence of a filing of any confidential material change report since
        December 31, 2000 which remains confidential;


     -  the corporate power and authority to enter into the combination
        agreement and to consummate the transactions contemplated by the
        combination agreement;

     -  the absence of any violation or conflict with its charter documents,
        legal requirements, agreements or instruments to which a party or its
        property is subject or bound resulting from entering into the
        combination agreement and consummating the transactions contemplated by
        the combination agreement which would have, individually or in the
        aggregate, a material adverse effect;

     -  the absence of any violation of, or conflict with, its charter
        documents, legal requirements, or other agreements or instruments where
        the consequences of such violation would have a material adverse effect;


     -  the accuracy and completeness of its audited and unaudited financial
        statements; and



     -  no party having taken or having agreed to take any action or knowing of
        any fact, agreement, plan or other circumstance that is reasonably
        likely to prevent the share exchange pursuant to the arrangement from
        qualifying as a tax-free reorganization for U.S. Federal income tax
        purposes.



     In addition:



     -  Kinross has represented to the other parties that it is not a
        "non-Canadian" under the Investment Canada Act (Canada) and no
        application for review and no notification under the Investment Canada
        Act (Canada) is required in connection with the combination.


     -  each of Kinross and Echo Bay has represented to the other parties that
        the lock-up agreement between Kinross and Echo Bay with respect to
        Kinross' Echo Bay common shares is in full force and effect as regards
        Kinross and Echo Bay;

     -  Echo Bay has represented to the other parties that the lock-up agreement
        between Newmont and Echo Bay with respect to Newmont's Echo Bay common
        shares is in full force and effect as regards Echo Bay;

     -  Echo Bay has represented to the other parties that the definitive
        agreement with respect to the sale by Echo Bay to Newmont of the
        McCoy/Cove complex in Nevada, United States is in full force and effect
        as regards Echo Bay;

     -  TVX has represented to the other parties that the lock-up agreement
        between Beech and TVX with respect to Beech's TVX common shares is in
        full force and effect as regards TVX; and

     -  TVX has represented to the other parties that TVX and Newmont (or
        subsidiaries thereof) have entered into purchase agreements providing
        for the acquisition by TVX of Newmont's interest in the TVX Newmont
        Americas joint venture and that the purchase agreement is in full force
        and effect as regards TVX.

     The representations and warranties of each of the parties do not survive
the completion of the combination and will expire and be terminated on the
effective date of the combination.

MATERIAL ADVERSE CHANGE AND MATERIAL ADVERSE EFFECT

     Some of the representations, warranties and covenants made by Kinross, TVX
and Echo Bay, and some conditions, are qualified by a material adverse change or
material adverse effect threshold. For the purposes of the combination
agreement, a material adverse change or material adverse effect means any
change, effect, event, occurrence or state of facts that is, or would reasonably
be expected to be, material and adverse to the business, properties, financial
condition or results of operations of Kinross, TVX or Echo Bay, other than any
change, effect, event or occurrence:

     -  relating to the global economy or securities markets in general;

     -  affecting the worldwide gold mining industry in general and which does
        not have a materially disproportionate impact on any of Kinross, TVX or
        Echo Bay and their subsidiaries and material joint venture interests,
        taken as a whole;

     -  resulting from changes in the price of gold;

     -  relating to the relative values of the dollar and the Canadian dollar;
        or

                                       S-34


     -  which is a change in the trading price of the publicly traded securities
        of any of Kinross, TVX or Echo Bay immediately following and reasonably
        attributable to the announcement of the combination agreement.

     The combination agreement provides that any matter or thing, or series of
related matters or things which would reasonably be considered to be important
in making an investment decision (including matters involving an aggregate
amount of $10 million) or that would significantly impede the ability of any of
Kinross, TVX or Echo Bay to complete the combination, is material.

COVENANTS

KINROSS BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFICER

     In the combination agreement, each party has agreed that it is its
intention that as of and immediately after the effective date of the
combination:

     -  the board of directors of Kinross will be comprised of John A. Brough,
        Robert M. Buchan, Harry S. Campbell, Arthur Ditto, David Harquail, John
        M.H. Huxley, Robert L. Leclerc, George F. Michals, Cameron A. Mingay and
        John E. Oliver; and

     -  the chief executive officer of Kinross will be Robert M. Buchan.

     Kinross has also agreed that, at the Kinross special meeting, the holders
of the Kinross common shares will be requested to consider and, if thought fit,
to elect Messrs. Campbell, Harquail, Leclerc and Michals to the board of
directors of Kinross.

MUTUAL COVENANTS

     In the combination agreement each party has agreed, to the extent it is
within its control (including in respect of its material joint venture
interests), that, except as disclosed by it, or with the prior written consent
of the other parties, which consent is not to be unreasonably withheld:

     -  it will, and will cause each of its subsidiaries and material joint
        venture interests to, conduct its and their respective businesses only
        in, and not take any action except in, the usual, ordinary and regular
        course of business and consistent with past practice;

     -  except as may be required to give effect to any court order or arbitral
        award:

       -  it will not and will not agree to (or permit its material subsidiaries
          or material joint venture interests to or to agree to) issue, sell,
          pledge, lease, dispose of or encumber:

        -  any shares of or units in, or any options, warrants, calls,
           conversion privileges or rights of any kind to acquire any shares of
           or units in it or of its material subsidiaries or material joint
           venture interests, other than:

           -  pursuant to the exercise of stock options, warrants or conversion
              or exchange rights attaching to securities outstanding as at June
              10, 2002 (including Kinross' 5.5% convertible unsecured
              subordinated debentures issued December 5, 1996); or

           -  under existing share issuance or grant plans or stock options
              issued consistent with past practices and share issuances in
              respect thereof; or

        -  any material assets of it or of its material subsidiaries or material
           joint venture interests, except in the usual, ordinary and regular
           course of business and consistent with past practice;

       -  it will not amend or propose to amend its articles or by-laws or those
          (or the equivalent charter documents) of its material subsidiaries or
          the joint venture, partnership, management, operating or similar
          agreements or similar documents in respect of its material joint
          venture interests;

       -  it will not split, combine or reclassify its outstanding shares, or
          declare, set aside or pay any dividend or other distribution payable
          in cash, stock, property or otherwise with respect to its shares other
          than:

        -  dividends or distributions made by a wholly-owned subsidiary to it or
           to a wholly-owned subsidiary of it;

        -  regular quarterly dividends in respect of its common shares, in
           amounts consistent with past practice; or

                                       S-35


        -  in the case of Kinross, dividends provided for under the provisions
           of its preferred shares;

       -  it will not, and will not permit its subsidiaries to, redeem, purchase
          or offer to purchase any shares or other securities of it or its
          material subsidiaries, except:

        -  as required by the terms of such securities as in effect on June 10,
           2002; or

        -  in the case of Kinross, the redemption of the Kinross 5.5%
           convertible unsecured subordinated debentures issued December 5,
           1996;

       -  it will not, and will not permit any of its material subsidiaries to,
          reorganize, amalgamate or merge it or its material subsidiaries with
          any other person except for internal reorganizations, amalgamations or
          mergers involving it and/or its direct or indirect wholly-owned
          subsidiaries;

       -  it will not, and will not permit its subsidiaries or material joint
          venture interests to, acquire or agree to acquire any person, or
          acquire or agree to acquire any assets, which in each case are
          individually or in the aggregate material; notwithstanding this
          provision, if a party is required to approve a budget, operating plan
          or other business plan for a material joint venture interest in
          circumstances where it is subject to confidentiality obligations which
          preclude it from disclosing the subject matter of such budget or plan
          to the other parties and accordingly is precluded from seeking the
          consent of the other parties, such party is entitled to approve or
          refrain from approving such budget or plan without the other parties'
          consent so long as that party concludes, acting reasonably, that it is
          in the best interest of the material joint venture interest;

       -  it will not, and will not permit any of its subsidiaries or material
          joint venture interests to:

        -  satisfy or settle any claims or liabilities which are individually or
           in the aggregate material, except such as have been reserved against
           in its most recent audited annual consolidated financial statements
           delivered to the other parties;

        -  relinquish any contractual rights which are individually or in the
           aggregate material; or

        -  enter into any interest rate, currency or commodity swaps, hedges or
           other similar financial instruments which individually or in the
           aggregate are material;

        notwithstanding this provision, if a party is required to approve a
        budget, operating plan or other business plan for a material joint
        venture interest in circumstances where it is subject to confidentiality
        obligations which preclude it from disclosing the subject matter of such
        budget or plan to the other parties and accordingly is precluded from
        seeking the consent of the other parties, such party is entitled to
        approve or refrain from approving such budget or plan without the other
        parties' consent so long as that party concludes, acting reasonably,
        that it is in the best interest of the material joint venture interest;

       -  it will not incur or commit to provide guarantees, incur any
          indebtedness for borrowed money or issue any amount of debt
          securities, in each case which are individually or in the aggregate
          material, and will not permit its subsidiaries or material joint
          venture interests to do any of the foregoing, except for the purpose
          of the renewal of or the replacement of credit facilities in existence
          as at June 10, 2002;

     -  it will not, and will cause each of its material subsidiaries and
        material joint venture interests not to:

       -  enter into or modify any benefit plans, or grant any bonuses, salary
          increases, stock options, pension or supplemental pension benefits,
          profit sharing, retirement allowances, deferred or other compensation,
          incentive compensation, severance or termination pay to, or make any
          loan to, its directors, officers, employees, consultants, contractors
          or agents, except in the usual, ordinary and regular course of
          business and consistent with past practice or as required pursuant to
          benefit plans in existence as at June 10, 2002; or

       -  reallocate capital expenditures among categories within its capital
          budgets or the capital budgets of its material subsidiaries or
          material joint venture interests, or incur or commit to capital
          expenditures which individually or in the aggregate exceed $10
          million, except as set forth in capital budgets that have been
          approved by its board of directors, and subject to exceptions, when it
          is in the best interests and necessary course of business of it and
          its material subsidiaries and material joint venture interests, taken
          as a whole; notwithstanding this provision, if a party is required to
          approve a budget, operating plan or other business plan for a material
          joint venture interest in circumstances where it is subject to
          confidentiality obligations which preclude it from disclosing the
          subject matter of such budget or plan to the other parties and

                                       S-36


          accordingly is precluded from seeking the consent of the other
          parties, such party is entitled to approve or refrain from approving
          such budget or plan without the other parties' consent so long as that
          party concludes, acting reasonably, that it is in the best interest of
          the material joint venture interest;

     -  it will use reasonable commercial efforts to cause its insurance
        policies and those of its material subsidiaries and material joint
        venture interests, in each case in effect on the date of the combination
        agreement, not to be cancelled or terminated or any coverage thereunder
        to lapse, unless simultaneously with such termination, cancellation or
        lapse, replacement policies underwritten by insurance and re-insurance
        companies of nationally recognized standing providing coverage equal to
        or greater than under the terminated, cancelled or lapsed policies for
        substantially similar premiums are in full force and effect;

     -  it will use reasonable commercial efforts, and will cause its material
        subsidiaries and material joint venture interests to use reasonable
        commercial efforts, to preserve intact its business organizations and
        goodwill, keep available the services of its officers and employees as a
        group and maintain existing relationships with suppliers, consultants,
        joint venture participants, partners, professional advisors, agents,
        distributors, customers, governmental entities and others having
        business relationships with it, its material subsidiaries and its
        material joint venture interests;

     -  it will not take, or permit its subsidiaries or material joint venture
        interests to take, any action that would or reasonably may be expected
        to render any representation or warranty made by it in the combination
        agreement that is qualified as to materiality untrue or any of such
        representations and warranties that are not so qualified to be untrue in
        any material respect;

     -  to the extent it has knowledge, it shall notify the other Parties of any
        material adverse change, or any change which could reasonably be
        expected to become a material adverse change, and any complaints,
        investigations or hearings brought by any governmental entities or third
        parties which are material;

     -  it will not, and will cause each of its subsidiaries and material joint
        venture interests not to, settle or compromise any claim brought by any
        present, former or purported holder of any of its securities in
        connection with the transactions contemplated by the combination
        agreement or the combination prior to the effective date of the
        combination;

     -  it will not, and will cause each of its subsidiaries and material joint
        venture interests not to, enter into or modify any contract, agreement,
        commitment or arrangement which new contract would be material to it or
        would have a material adverse effect, except in the usual, ordinary and
        regular course of business and consistent with past practice, or except
        as required by applicable laws;

     -  it will not, and will not permit its subsidiaries or material joint
        venture interests to, take any action, or permit any action to be taken
        on its behalf, and it will, and will cause its subsidiaries or material
        joint venture interests to, refrain from taking any action which, in
        either case, if taken, would be inconsistent with the combination
        agreement or which would interfere with or be inconsistent with or would
        reasonably be expected to significantly impede the completion of the
        combination or any of the transactions contemplated by the combination
        agreement;

     -  subject to confidentiality obligations owed to third parties for which a
        waiver could not reasonably be obtained, to the extent it has knowledge,
        it shall, in all material respects, conduct itself so as to keep the
        other parties fully informed as to material decisions or actions made or
        required to be made with respect to the operation of its business and
        that of its material subsidiaries and material joint venture interests;

     -  it shall use its reasonable commercial efforts to conduct its affairs
        and those of its material subsidiaries and material joint venture
        interests so that the representations and warranties contained in the
        combination agreement shall be true and correct in all material respects
        on and as of the effective date of the combination as if made on that
        date (except to the extent such representations and warranties speak as
        of an earlier date);

     -  subject to fiduciary duties under applicable law or contractual
        obligations, it shall cause the nominees of the board of directors or
        management or operating committee of each material joint venture
        interest to perform such acts and things consistent with the foregoing
        covenants; and

     -  it will not make any change to existing accounting practices, except as
        its regular, independent auditors advise in writing are required by
        applicable laws, Canadian generally accepted accounting principles or
        United States generally accepted accounting principles, as applicable,
        or write up, down or off the book value of any assets

                                       S-37


        in an amount that in the aggregate would exceed Cdn.$1 million, except
        where required for compliance with Canadian generally accepted
        accounting principles or United States generally accepted accounting
        principles, as applicable.

MATERIAL SUBSIDIARIES AND MATERIAL JOINT VENTURE INTERESTS

     Some of the representations, warranties and covenants made by Kinross, TVX
and Echo Bay, and some conditions, relate to the material subsidiaries and
material joint venture interests of those parties. For the purposes of the
combination agreement:

     -  a material subsidiary of a party means a subsidiary of that party:

       -  having total assets representing more than 10% of that party's
          consolidated assets; or

       -  having total revenues representing more than 10% of that party's
          consolidated revenues,

       in each case as set out either in the December 31, 2001 audited annual
       consolidated financial statements of that party or in the March 31, 2002
       unaudited quarterly consolidated financial statements of that party; and

     -  a material joint venture interest of a party means:

       -  in respect of Kinross, the Refugio project in Chile;

       -  in respect of TVX, the interest currently held by TVX in the TVX
          Newmont Americas joint venture and the co-ownership interests and
          joint ventures included therein; and

       -  in respect of Echo Bay, none.

COVENANTS REGARDING NON-SOLICITATION AND SUPERIOR PROPOSALS

     The combination agreement provides that no party will, or permit its
subsidiaries or material joint venture interests (to the extent that such party
has the power to do so with respect to its material joint venture interests) to,
directly or indirectly, solicit, initiate, facilitate or knowingly encourage the
initiation of an acquisition proposal. An "acquisition proposal" is defined in
the combination agreement to mean:

     -  any proposal or offer for a merger, amalgamation, reorganization,
        recapitalization or other business combination involving a party or a
        material subsidiary or a material joint venture interest of a party;

     -  any proposal or offer to acquire in any manner, directly or indirectly,
        assets which individually or in the aggregate exceed 10% of the
        consolidated assets of a party;

     -  any proposal or offer to acquire in any manner, directly or indirectly,
        any shares or securities convertible, exercisable or exchangeable for
        securities which exceed 10% of the outstanding voting securities of a
        party; or

     -  any sale of treasury shares, or securities convertible, exercisable or
        exchangeable for treasury shares, which exceed 10% of the outstanding
        voting securities of the party or rights or interests therein or
        thereto.

     However, the definition of "acquisition proposal" excludes the transactions
contemplated by the combination agreement and certain other transactions
permitted by that agreement.

     If the board of directors of a party receives an unsolicited bona fide
acquisition proposal, such board may, however, consider, negotiate, approve or
recommend the acquisition proposal to its shareholders so long as the
acquisition proposal is a superior proposal. A "superior proposal" is defined in
the combination agreement as an unsolicited bona fide acquisition proposal:

     -  in respect of which any required financing has been demonstrated to the
        satisfaction of such board of directors, acting in good faith, to be
        reasonably likely to be obtained;

     -  which is not subject to a due diligence access condition which allows
        access to the books, records and personnel of the party subject to the
        acquisition proposal or any of its material subsidiaries or material
        joint venture interests or their representatives beyond 5:00 p.m.
        (eastern time) on the tenth business day after which access is afforded
        to the person making the acquisition proposal (provided however that the
        foregoing shall not restrict the ability of such person to continue to
        review information properly provided to such person);

     -  in respect of which such board of directors receives an opinion of
        counsel, that is reflected in the minutes of such board of directors,
        that it is required to consider the acquisition proposal in order to
        discharge properly its fiduciary duties; and

                                       S-38


     -  that such board of directors determines in good faith, after
        consultation with its financial advisors, would, if consummated in
        accordance with its terms (but not assuming away any risk of
        non-completion), result in a transaction:

       -  more favourable to its shareholders than the combination;

       -  having consideration with a value greater than the value of the
          consideration provided by the combination; and

       -  that is reasonably capable of being completed within a reasonable
          period of time.

RIGHT TO MATCH SUPERIOR PROPOSAL

     The combination agreement provides that no party shall accept, approve,
recommend or enter into any agreement, arrangement or understanding to implement
a superior proposal without providing to each other party:

     -  written notice that its board of directors has received and is prepared
        to accept a superior proposal; and

     -  a copy of the superior proposal agreement as executed by the third party
        making the superior proposal,

as soon as possible but in any event at least five business days prior to
acceptance of the superior proposal by the board of directors of that party.

     Each other party must be given an opportunity (but does not have the
obligation), before the expiration of the five business day period, to propose
to amend the combination agreement to provide for consideration having a value
and financial and other terms equivalent to or more favourable to the
shareholders of the party that has received a superior proposal than those
contained in such superior proposal, with the result that the superior proposal
would cease to be a superior proposal.

     If the other parties agree to amend the combination agreement in the manner
described above, but otherwise on terms substantially the same as the terms of
the combination agreement, the board of directors of the party that has received
the superior proposal must consider the terms of the amendment, and if it
concludes that the superior proposal is no longer a superior proposal, that
party must not implement the proposed superior proposal, and must agree to amend
the combination agreement.

     If the other parties do not agree to amend the combination agreement, the
party that has received the superior proposal may accept the superior proposal
provided that it pays the other parties an aggregate of Cdn.$28 million in
liquidated damages and, if applicable, the expenses of each such other party up
to a maximum of Cdn.$2.5 million. Thereafter, that party may terminate the
combination agreement and enter into an agreement to implement the superior
proposal.

ACCESS TO INFORMATION AND CONFIDENTIALITY

     The combination agreement provides that during the period before the
effective date of the combination, each party will afford each other party's
representatives access, during normal business hours, to all its properties,
books, contracts and records as well as its management personnel. During this
period, each party will furnish promptly to each other party a copy of all
material filings with government entities and all other information concerning
its business, properties and business personnel as the other parties may
reasonably request. The parties agreed that information provided pursuant to
this covenant will be subject to the provisions of the confidentiality agreement
entered into among the parties.

MUTUAL STANDSTILL PROVISIONS

     The combination agreement provides that each party agrees that, without the
prior consent of the other parties, it will not, and will not permit any of its
subsidiaries to:

     -  acquire, directly or indirectly, by purchase or otherwise, any voting
        securities or securities convertible into or exchangeable for voting
        securities, or direct or indirect rights or options to acquire any
        voting securities, of any other party;

     -  make, or in any way participate, directly or indirectly, in any
        solicitation of proxies to vote, or seek to advise or influence any
        other third party or entity with respect to the voting of, any voting
        securities of any other party;

                                       S-39


     -  otherwise act, either alone or jointly or in concert with any third
        party, to seek to control the management, board of directors or policies
        of any other party; or

     -  discuss with any third person any proposal with respect to any other
        party that involves or would involve any of the foregoing.

     The obligations of a party (the "first mentioned party") with respect to
another party (the "second mentioned party") under the foregoing mutual
standstill provisions terminate immediately upon the earliest of:

     -  June 10, 2003;

     -  the date on which the board of directors of the second mentioned party:

       -  withdraws or changes its recommendations or determinations with
          respect to the combination in a manner materially adverse to the other
          parties or which would materially impede the completion of the
          combination or has resolved to do so for any reason other than:

        -  a breach by the first mentioned party of any of its representations,
           warranties or covenants contained in the combination agreement in any
           material respect or the occurrence of a material adverse change with
           respect to the first mentioned party; or

        -  a withdrawal or change resulting solely because the financial advisor
           to such party has withdrawn or adversely amended its opinion with
           respect to the combination;

       -  agrees to a superior proposal with a third party; or

       -  agrees to support a superior proposal; and

     -  the date on which a bona fide acquisition proposal is publicly
        announced, proposed, offered or made to the shareholders of the second
        mentioned party.

COVENANTS WITH RESPECT TO THE COMBINATION


     In the combination agreement, each party has agreed that in a timely and
expeditious manner, it will take all necessary actions in order to enable it to
participate in the combination, use commercially reasonable efforts to satisfy
the conditions described below under the heading "Conditions to Completion of
the Combination" and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws to complete the combination. This includes using
commercially reasonable efforts to:



     -  obtain all necessary waivers, consents and approvals from third parties
        to contracts;



     -  make or cooperate as necessary in the making of all required filings and
        applications under applicable laws and obtaining all required consents,
        approvals and authorizations under any applicable laws;



     -  effect all necessary registrations, filings, applications and
        submissions of information requested by governmental entities in
        connection with the combination;



     -  oppose, lift or rescind any injunction or restraining order or other
        order or action to stop, or otherwise adversely affecting the ability of
        the parties to consummate the combination;



     -  cooperate with the other parties in connection with its performance of
        its obligations under the combination agreement;



     -  cause the share exchange pursuant to the arrangement to qualify as one
        or more reorganizations described in Section 368(a) of the Code;



     -  assist and cooperate in the preparation and filing with all applicable
        securities commissions of all applications to seek appropriate
        exemptions from applicable securities laws in Canada and the United
        States;



     -  mail this circular in accordance with the requirements of applicable
        securities laws and comply in all material respects with all securities
        laws in effect as of the date of mailing;



     -  convene its special meeting of shareholders in connection with the
        arrangement, provide notice to each other party of its special meeting,
        allow representatives of the other parties to attend the special meeting
        and conduct the special meeting in accordance with its articles and
        bylaws and as required by applicable laws and judicial orders;


                                       S-40



     -  prepare, in consultation with the other parties, any amendments or
        supplements to this circular which are mutually agreed or otherwise
        required by applicable laws and mailing such amendments or supplements
        in accordance with applicable laws;



     -  in the case of Kinross, take all steps necessary or advisable to obtain
        a listing on the Toronto Stock Exchange and on the American Stock
        Exchange, and to use its best efforts to obtain a listing on the New
        York Stock Exchange, for the Kinross common shares to be issued in
        connection with the combination;



     -  furnish promptly each notice, report, schedule or other document or
        communication delivered, filed or received by, to, with or from it under
        applicable laws and any dealings with governmental entities, in each
        case, in connection with the combination;



     -  in the case of Kinross, subject to approval of the proposed one for
        three consolidation of its common shares, file its articles of amendment
        with the Director under the OBCA;



     -  in the case of Kinross, cause 4082389 Canada Inc. to carry out the terms
        of the final order and file its articles of arrangement with the
        Director under the CBCA;



     -  in the case of Kinross and TVX, cause the purchase of Newmont's interest
        in the TVX Newmont Americas joint venture to be completed; and



     -  in the case of Kinross, provide or cause to be provided certificates
        representing the appropriate number of Kinross common shares to the
        former holders of TVX common shares and Echo Bay common shares.


FURTHER COVENANTS

     Other covenants in the combination agreement include:

     -  the obligation of Kinross, on the date of the filing of this circular
        with the U.S. Securities and Exchange Commission and on the effective
        date of the combination, to execute and deliver a customary letter of
        representation to each of TVX and Echo Bay, in form and substance
        satisfactory to TVX and to Echo Bay acting reasonably, in connection
        with the opinions being requested by TVX and Echo Bay of their
        respective U.S. counsel to the effect that the share exchange effected
        by Kinross with the TVX and Echo Bay shareholders pursuant to the plan
        of arrangement will not cause recognition of income or gain by TVX, Echo
        Bay or the U.S. shareholders of TVX or Echo Bay; and

     -  the obligation of Kinross to:

       -  maintain directors' and officers' liability insurance policies
          covering individuals presently covered under TVX's and Echo Bay's
          existing insurance policies for a period of six years following
          completion of the combination;

       -  assume Echo Bay's performance of its obligations under the warrant
          indenture dated May 9, 2002 between Echo Bay and Computershare Trust
          Company of Canada providing for the issue of 39,100,000 Echo Bay share
          purchase warrants; and

       -  take all corporate action necessary to reserve for issuance a
          sufficient number of Kinross common shares for delivery upon exercise
          of the Echo Bay share purchase warrants.

TREATMENT OF STOCK OPTIONS AND WARRANTS

     The combination agreement provides that the boards of directors of TVX and
Echo Bay are to take such actions as may be necessary to adjust the terms of all
outstanding stock options granted by TVX and Echo Bay to provide that each
option to acquire TVX common shares or Echo Bay common shares outstanding on the
effective date shall be deemed to constitute an option to acquire, on
substantially identical terms and conditions to those applicable under such
stock options and for the same aggregate consideration, the aggregate number of
Kinross common shares that the holder of the options would have been entitled to
receive as a result of the combination if the holder of the option had been the
registered holder of the number of TVX common shares or Echo Bay common shares
which the holder was entitled to purchase on exercise of the option. According
to the terms of the plans under which the outstanding TVX and Echo Bay stock
options were granted or the terms of the options themselves, all outstanding
unvested and unexercisable TVX and Echo Bay stock options will become vested and
exercisable upon completion of the combination.

                                       S-41


     Holders of warrants to purchase TVX common shares or Echo Bay common shares
will, after the effective date of the combination, be entitled to exercise those
warrants to acquire Kinross common shares in accordance with the terms of the
agreements governing such warrants. The number of Kinross common shares for
which such warrants will be exercisable will be determined on the basis of the
TVX exchange ratio or the Echo Bay exchange ratio, as appropriate.

     Based on the number of options and warrants to purchase common shares of
TVX and Echo Bay outstanding on June 30, 2002, upon completion of the
combination, and assuming the Kinross one for three share consolidation occurs,
holders of options to purchase TVX common shares and holders of options to
purchase Echo Bay common shares will be entitled to purchase an aggregate of
approximately 2,747,545 Kinross common shares and the current holder of warrants
to purchase TVX common shares and current holders of warrants to purchase Echo
Bay common shares will be entitled to purchase an aggregate of approximately
6,794,667 Kinross common shares.

COVENANTS REGARDING EMPLOYMENT

     Kinross has agreed that it will, for a period of one year following the
effective date of the combination, continue to provide all persons who are
employees of TVX, Echo Bay or their subsidiaries immediately prior to the
effective date of the combination and who continue to be employees after the
effective date:

     -  with employment benefits comparable to the benefits to which they were
        entitled on the effective date of the combination; and

     -  with respect to benefit plans providing for the issuance of, or based on
        the value of, Kinross common shares, benefits comparable, in the
        aggregate, to the benefits provided to similarly situated employees of
        Kinross and its subsidiaries.

     In addition, Kinross will honour, for a period of one year following the
effective date of the combination or for the length of time required by an
applicable agreement, if different, all TVX and Echo Bay employment, severance,
change of control and termination agreements, plans and policies disclosed to
Kinross. In addition, Kinross has agreed that service with TVX or Echo Bay will
count as service with Kinross for all purposes under Kinross' benefit plans.
These arrangements do not extend to any employees of TVX or Echo Bay who are
subject to a collective agreement.

CONDITIONS TO COMPLETION OF THE COMBINATION

     The obligations of Kinross, TVX and Echo Bay to complete the combination
are subject to the fulfillment or waiver of the conditions set forth in the
combination agreement. These are:

     -  the approval of the issuance of shares pursuant to the arrangement and
        the election of four additional, agreed-upon individuals to the Kinross
        board of directors by at least a majority of the votes cast by the
        holders of Kinross common shares at the Kinross special meeting;

     -  the approval of the arrangement by at least 66 2/3% of the votes cast by
        the holders of TVX common shares at the TVX special meeting;

     -  the approval of the arrangement by at least 66 2/3% of the votes cast by
        the holders of Echo Bay common shares at the Echo Bay special meeting;

     -  the completion of the purchase by TVX of Newmont's interest in the TVX
        Newmont Americas joint venture;

     -  the granting of a final order sanctioning the arrangement by the
        Superior Court of Ontario in form and substance acceptable to Kinross,
        TVX and Echo Bay, acting reasonably, which shall not have been set aside
        or modified in a manner unacceptable to the parties, on appeal or
        otherwise;

     -  the absence of any juridical or administrative proceeding by or before
        any government entity that, if successful, or any law proposed, enacted,
        promulgated or applied that, would make illegal or otherwise directly or
        indirectly restrain, enjoin or prohibit the combination or result in a
        judgement or assessment of damages relating to the transactions
        contemplated by the combination agreement which causes a material
        adverse effect on the party that is the subject of the proceedings or
        the proposed law;


     -  the receipt (on terms which will not cause a material adverse effect on
        any of the parties) of all regulatory approvals, which, if not obtained,
        would cause a material adverse effect on any of the parties or
        materially impede the combination;


                                       S-42



     -  the approval for listing of the Kinross common shares to be issued in
        the arrangement on the Toronto Stock Exchange and either the American
        Stock Exchange or the New York Stock Exchange, Kinross having agreed to
        use its best efforts to obtain a listing for such shares on the New York
        Stock Exchange; and


     -  dissent rights not having been exercised by the holders of more than 5%
        of the outstanding common shares of either TVX or Echo Bay.

     The obligation of each party to complete the combination is subject to the
fulfillment by each other party of the following conditions:

     -  representations and warranties of the parties contained in the
        combination agreement being true and correct as of the effective date of
        the combination, except for any breaches of representations and
        warranties which would not have a material adverse effect on any other
        party or materially impede the completion of the combination;

     -  the performance of all covenants of the parties contained in the
        combination agreement, except for those which, if not performed, would
        not have a material adverse effect on any other party or materially
        impede the completion of the combination; and

     -  the absence of any change, condition, event or occurrence with respect
        to any of the parties which has or is reasonably likely to have a
        material adverse effect on any other party, on the combination or on the
        combined company that will result from the combination.

AMENDMENT

     The combination agreement may from time to time be amended by mutual
written agreement of the parties without further notice to or authorization on
the part of their respective shareholders, provided that:

     -  the TVX and Echo Bay exchange ratios may not be varied without the
        approval of the shareholders of each of the parties or as may be ordered
        by the Superior Court of Ontario; and

     -  any such change, waiver or modification does not invalidate any required
        shareholder approvals of the combination.

LIQUIDATED DAMAGES

     Each of Kinross, TVX and Echo Bay may become liable to pay liquidated
damages to the other parties if:

     -  the combination agreement is terminated after its board of directors
        withdraws or changes its recommendation with respect to the combination
        in a manner materially adverse to the other parties or which would
        materially impede the completion of the combination;

     -  a bona fide acquisition proposal is made to a party or its shareholders
        and not withdrawn, and its shareholders do not approve that party's
        participation in the combination or the appropriate resolutions are not
        submitted for their approval and, thereafter, the combination agreement
        is terminated and within six months after termination of the combination
        agreement, the party approves or enters into a change of control
        proposal or becomes a subsidiary of a third party. A "change of control
        proposal" in relation to a party is defined in the combination agreement
        to mean:

       -  any proposal or offer for a merger, amalgamation, reorganization,
          recapitalization or other business combination involving it or any of
          its material subsidiaries or material joint venture interests;

       -  any proposal or offer to acquire in any manner, directly or
          indirectly, assets which individually or in the aggregate exceed 50%
          of its consolidated assets;

       -  any proposal or offer to acquire in any manner, directly or
          indirectly, any shares or securities convertible, exercisable or
          exchangeable for securities which exceed 50% of its outstanding voting
          securities; or

       -  any sale of treasury shares or securities convertible, exercisable or
          exchangeable for treasury shares, which exceed 50% of its outstanding
          voting securities; or

     -  the combination agreement is terminated by a party concurrently with
        that party entering into an agreement, arrangement or understanding to
        implement a superior proposal.

     Each of the above events is a "damages event" and the party involved in the
damages event is referred to as the "defaulting party".
                                       S-43


     The total amount of liquidated damages payable is Cdn.$28 million subject
to the following qualifications:

     -  a party shall not be entitled to liquidated damages if it is in default
        of any covenant required to be performed by it under the combination
        agreement in any material respect or if any representation or warranty
        made by it is untrue in any material respect;

     -  if a damages event occurs by reason of the board of directors of the
        defaulting party having withdrawn or changed its recommendations or
        determinations with respect to the combination as aforesaid and
        thereafter the combination agreement is terminated in accordance with
        its terms, then the amount of liquidated damages payable will be reduced
        to Cdn.$20 million if such withdrawal or change occurred solely because
        the financial advisor to the defaulting party has withdrawn or adversely
        amended its opinion with respect to the combination and written evidence
        is provided by the defaulting party to each other party that the damages
        event occurred solely for that reason;

     -  Echo Bay shall not be required to pay damages to Kinross if the damages
        event is a bona fide acquisition proposal publicly announced, proposed,
        offered or made, and not withdrawn, to the shareholders of Echo Bay or
        to Echo Bay, Echo Bay's shareholders do not approve Echo Bay's
        participation in the arrangement and the sole reason that the
        shareholders of Echo Bay do not approve the arrangement is because
        Kinross fails to vote its Echo Bay common shares in favour of the
        arrangement (provided that TVX shall still be entitled to its share of
        damages payable); and

     -  the maximum amount of liquidated damages payable by a defaulting party
        under the foregoing provisions shall be Cdn.$28 million.

     Liquidated damages will be allocated between and paid to non-defaulting
parties in equal amounts.

REIMBURSEMENT OF EXPENSES

     In the event that the shareholders of any party or parties fail to approve
the arrangement or matters relating to the arrangement and the combination is
not completed for any reason other than the fact that the board of directors of
the non-approving party has withdrawn or changed its recommendation solely
because its financial advisor has withdrawn or adversely amended its opinion
with respect to the combination, then the non-approving party or parties will be
required to reimburse the other parties or party whose shareholders approved the
arrangement or matters relating to the arrangement for their actual third-party
expenses up to a maximum of Cdn.$2.5 million payable to each approving party. In
the event that the shareholders of Echo Bay do not approve the arrangement
solely because Kinross fails to vote its Echo Bay common shares in favour
thereof, Echo Bay shall not be required to make any payment under this
provision.

TERMINATION OF THE COMBINATION AGREEMENT

     Kinross, TVX and Echo Bay may mutually agree, in writing, to terminate the
combination agreement at any time prior to the effective date of the
combination. Also, any party may terminate the combination agreement without the
consent of any other party, before the effective date of the combination, if:

     -  any other party breaches a representation or warranty or fails to comply
        with a covenant contained in the combination agreement which breach or
        failure would have a material adverse effect on any other party or
        materially impede the completion of the combination, or if a change,
        condition or event occurs which has or is reasonably like to have a
        material adverse effect on any other party, on the combination or on the
        combined company that will result from the completion of the
        combination; provided that the party wishing to terminate the
        combination agreement is not itself in breach of any representation,
        warranty or covenant in any material respect and provided further that
        the party wishing to terminate the combination agreement has delivered
        notice to the other parties asserting the basis for the termination and
        the breach remains substantially uncured at the earlier of 30 days after
        notice is given and the termination date, which is November 30, 2002
        unless extended as provided for in the combination agreement;

     -  any condition to the obligations of that party to complete the
        arrangement is not capable of being satisfied; provided that the party
        wishing to terminate the combination agreement is not itself in breach
        of any representation, warranty or covenant in any material respect;

     -  a juridical or administrative proceeding is brought, any regulatory
        approval is not received, or rights of dissent are exercised by holders
        of more than 5% of the outstanding common shares of either TVX or Echo
        Bay and,

                                       S-44


        as a result, these conditions to the obligations of the parties to
        effect the combination are incapable of being satisfied; provided that
        the party wishing to terminate the combination agreement is not itself
        in breach of any representation, warranty or covenant in any material
        respect;

     -  the shareholders of any party do not approve the participation of such
        party in the combination;

     -  a party's board of directors approves, and concurrently with the
        termination of the combination agreement enters into an agreement,
        arrangement or understanding to implement a superior proposal, provided
        that the party shall have paid the applicable liquidated damages and
        expenses; or

     -  the board of directors of any other party withdraws or changes its
        recommendations to its shareholders in a manner materially adverse to
        the other parties or which would materially impede the completion of the
        combination; the party whose board of directors has withdrawn or changed
        its recommendation in a manner materially adverse to the other parties
        or which would materially impede the completion of the combination may
        also terminate the combination agreement if such withdrawal or change
        occurred solely because the financial advisor to that party has
        withdrawn or adversely amended its opinion with respect to the
        combination.

     The combination agreement automatically terminates on November 30, 2002
(the initial termination date) if the combination is not effective on or before
that date, unless the parties agree to an extension. If the combination is not
effective on or before November 30, 2002 only because a final order of the
Superior Court of Ontario approving the plan of arrangement has not been
granted, the initial termination date will be automatically extended to December
31, 2002 unless the parties agree to a further extension.

FRACTIONAL INTERESTS

     No fractional Kinross common shares will be issued in connection with any
of the transactions by which the combination is effected. Former shareholders of
TVX and Echo Bay who would otherwise receive a fraction of a Kinross common
share will be paid by cheque for the value of any such fractional share in an
amount determined on the basis that each Kinross common share has a value equal
to the volume-weighted average trading price of the Kinross common shares on the
Toronto Stock Exchange on the first five trading days on which such shares trade
on such exchange immediately following the effective date of the combination.

               THE TVX NEWMONT AMERICAS JOINT VENTURE TRANSACTION

GENERAL

     TVX and Newmont each hold an approximate 50% indirect interest in the TVX
Newmont Americas joint venture. The TVX Newmont Americas joint venture was
formed in June 1999 pursuant to certain agreements between TVX and its
affiliates and Normandy and its affiliates. Newmont acquired its interest in the
joint venture when it combined with Normandy in early 2002. The North American
assets of the TVX Newmont Americas joint venture are held through TVX Newmont
Americas (Canada) Inc., which is indirectly held 50% less one voting share by
Normandy and 50% plus one voting share by TVX. Normandy is currently an indirect
wholly-owned subsidiary of Newmont. The South American assets of the TVX Newmont
Americas joint venture are held through TVX Newmont Americas (Cayman) Inc.,
which is indirectly held 50% less 100 voting shares by Normandy and 50% plus 100
voting shares by TVX.


     On June 10, 2002, TVX, TVX Cayman Inc., a wholly-owned subsidiary of TVX
("TVX Cayman"), and Normandy entered into the TVX Newmont Americas purchase
agreements to effect the acquisition of Newmont's indirect interest in the TVX
Newmont Americas joint venture, for an aggregate purchase price of $180 million.
The purchase price may, at TVX's option, be paid entirely in cash or TVX may
elect to satisfy up to one half of the purchase price payable under each
agreement by delivery of a secured promissory note due December 13, 2002 and the
balance in cash. The maximum aggregate amount of the promissory notes which may
be issued is $90 million. The arrangement is conditional upon the completion of
the purchase of Newmont's interest in the TVX Newmont Americas joint venture.
The TVX Newmont Americas purchase agreements were entered into pursuant to an
existing right of first offer and an existing right of first refusal contained
in the TVX Newmont Americas joint venture agreements. All of the surplus cash
flow generated by the TVX Newmont Americas joint venture for the period up to
the effective date of the combination will be distributed to TVX and a
wholly-owned subsidiary of Normandy in accordance with the current dividend
policy of the joint venture.


                                       S-45


     The TVX Newmont Americas purchase agreements are comprised of the following
agreements:

     -  a North American purchase agreement dated June 10, 2002 between TVX and
        Normandy providing for the acquisition of Newmont's interest in the
        North American assets of the TVX Newmont Americas joint venture; and

     -  a South American purchase agreement dated June 10, 2002 among TVX, TVX
        Cayman and Normandy providing for the acquisition of Newmont's interest
        in the South American assets of the TVX Newmont Americas joint venture.

     Newmont, in a letter addressed to TVX dated June 10, 2002, acknowledged
that it had read the terms of the TVX Newmont Americas purchase agreements and
agreed not to impede completion of the transactions contemplated thereby and to
take all commercially reasonable steps to ensure completion of such transactions
in accordance with the terms of the purchase agreements.

THE NORTH AMERICAN PURCHASE AGREEMENT


     Pursuant to the North American purchase agreement, TVX will acquire all the
common shares of Newmont Americas Holdings Limited that are owned by Normandy
Investments BV, an indirect wholly-owned subsidiary of Normandy. Newmont
Americas Holdings in turn holds 52,213,000 common shares of TVX Newmont Americas
(Canada) Inc. The purchase price under the North American purchase agreement is
$37.5 million.


THE SOUTH AMERICAN PURCHASE AGREEMENT


     Pursuant to the South American purchase agreement, TVX Cayman will acquire
the one ordinary share of Normandy Cayman Holdco Inc. that is owned by Newmont
International Holdings Pty. Ltd., an indirect wholly-owned subsidiary of
Normandy. Normandy Cayman Holdco in turns holds 93,943,500 voting preferred
shares and 41,239,500 newinco preferred shares of TVX Newmont Americas (Cayman)
Inc. The purchase price under the South American purchase agreement is $142.5
million.


     Under the South American purchase agreement, TVX is jointly and severally
liable with TVX Cayman for all the obligations of TVX Cayman under the
agreement, including all indemnities provided for in the South American purchase
agreement and any secured promissory note issued as part of the purchase price.

TERMS OF SECURED PROMISSORY NOTES


     TVX or TVX Cayman may elect to pay half of the purchase price under the
North American purchase agreement or the South American purchase agreement, or
both, by way of a secured promissory note. The promissory note will be due on
December 13, 2002 and will bear interest at the rate of 15% per annum with
interest accruing daily and payable monthly in arrears. The promissory note may
be pre-paid in whole or in part at any time, and will be secured by the transfer
and assignment of the Newmont Americas Holdings shares or the Normandy Cayman
Holdco shares, as applicable, until paid in full. If an event of default occurs,
the principal and accrued interest shall be immediately due and payable upon
demand. An event of default under a promissory note will occur if:


     -  the borrower fails to pay any amount due under the note and such failure
        continues for a period of three business days;

     -  any representation or warranty made by the borrower in the applicable
        TVX Newmont Americas purchase agreement or in any security given by the
        borrower is incorrect;

     -  the borrower (or TVX, if TVX is not the borrower) ceases to carry on
        business;

     -  the borrower (or TVX, if TVX is not the borrower) fails to pay any
        amount due on outstanding debt that is in excess of $10 million when
        such amount becomes due and payable and such failure continues after the
        applicable grace period, if any, applicable to such indebtedness or if
        any indebtedness of the borrower (or TVX, if TVX is not the borrower) is
        or may be accelerated or is declared due and payable prior to its stated
        maturity;

     -  any judgement or order is rendered against the borrower in excess of $10
        million and either:

       -  enforcement proceedings have been commenced; or

       -  there is a period of 15 consecutive days when a stay of enforcement of
          the judgement or order is not in place; or

                                       S-46


     -  the borrower (or TVX, if TVX is not the borrower) becomes insolvent or
        is subject to insolvency, bankruptcy, liquidation, winding-up or similar
        proceedings.

REPRESENTATIONS AND WARRANTIES

     The North American purchase agreement contains customary representations
and warranties of Normandy including the following:

     -  Normandy, Normandy Investments and Newmont Americas Holdings are validly
        subsisting and have the requisite power to execute, deliver and perform
        the North American purchase agreement;

     -  absence of any violation or conflict with the agreements or legal
        requirements to which Normandy, Normandy Investments or Newmont Americas
        Holdings is subject or bound resulting from entering into the North
        American purchase agreement and consummating the purchase thereunder;

     -  Normandy Investments has the exclusive right and full power to transfer
        the Newmont Americas Holdings shares to TVX and no person has any
        agreement or option to purchase the Newmont Americas Holdings shares;

     -  Normandy Investments is the registered and beneficial owner of all of
        the Normandy Americas Holdings shares and Normandy Americas Holdings is
        the registered and beneficial owner of 52,213,000 common shares of TVX
        Newmont Americas Canada;

     -  Newmont Americas Holdings has filed all required tax returns and paid
        all applicable taxes;

     -  Newmont Americas Holdings has no assets other than the TVX Newmont
        Americas Canada shares and has no accrued or contingent liabilities; and

     -  Newmont Americas Holdings has never carried on any business except the
        business of owning the TVX Newmont Americas Canada shares.

     The South American purchase agreement also contains customary
representations and warranties of Normandy including the following:

     -  Normandy, Newmont International and Normandy Cayman Holdco are validly
        subsisting and have the requisite power to execute, deliver and perform
        the South American purchase agreement;

     -  absence of any violation or conflict with the agreements or legal
        requirements to which Normandy, Newmont International or Normandy Cayman
        Holdco is subject or bound resulting from entering into the South
        American purchase agreement and consummating the purchase thereunder;

     -  Newmont International Holdings has the exclusive right and full power to
        transfer the Normandy Cayman Holdco shares to TVX Cayman and no person
        has any right or option to purchase the Normandy Cayman Holdco shares;

     -  Newmont International Holdings is the registered and beneficial owner of
        all of the Normandy Cayman Holdco shares and Normandy Cayman Holdco is
        the registered and beneficial owner of 93,943,500 voting preferred
        shares and 41,239,500 newinco preferred shares of TVX Newmont Americas
        Cayman;

     -  Normandy Cayman Holdco has filed all required tax returns and paid all
        applicable taxes;

     -  Normandy Cayman Holdco has no assets other than the TVX Newmont Americas
        Cayman shares, and has no accrued or contingent liabilities; and

     -  Normandy Cayman Holdco has never carried on any business except the
        business of owning the TVX Newmont Americas Cayman shares.

     The TVX Newmont Americas purchase agreements contain customary
representations and warranties of TVX and TVX Cayman, as applicable, including
the following:

     -  TVX and TVX Cayman are validly subsisting and have the requisite power
        to execute, deliver and perform the TVX Newmont Americas purchase
        agreements;

     -  absence of any violation or conflict with the agreements or legal
        requirements to which TVX or TVX Cayman is subject or bound resulting
        from entering into the TVX Newmont Americas purchase agreements and
        consummating the purchase thereunder;

                                       S-47


     -  the audited financial statements of TVX for the year ended December 31,
        2001 and the unaudited financial statements of TVX for the three months
        ended March 31, 2002 have been prepared in accordance with Canadian
        generally accepted accounting principles, are true and correct in all
        material respects and present fairly the financial condition of TVX as
        at the date of such statements;

     -  TVX does not have any material accrued or contingent liability or
        obligation not reflected in its most recent publicly disclosed financial
        statements except for liabilities and obligations incurred in the
        ordinary course of business;

     -  there is no material litigation pending or in progress against TVX other
        than as publicly disclosed; and

     -  TVX is current in the filing of required public disclosure documents
        under applicable securities laws and such filings are complete and
        correct in all material respects and do not contain any
        misrepresentation.

     The representations and warranties of each party to the TVX Newmont
Americas purchase agreements survive the closing of the acquisition of Newmont's
interest in the TVX Newmont Americas joint venture generally for a period of two
years, except for the representations and warranties of Normandy respecting the
ownership of shares, which survive indefinitely, and representations and
warranties of Normandy relating to taxes of Newmont Americas Holdings and
Normandy Cayman Holdco which survive until the expiration of the applicable
assessment and re-assessment periods.

COVENANTS


     The TVX Newmont Americas purchase agreements provide for a number of
covenants on the part of Normandy, which include the obligation to use
reasonable best efforts to obtain resignations and releases of officers and
directors of Newmont Americas Holdings, Normandy Cayman Holdco and their
respective subsidiaries who are nominees of Normandy or its affiliates.



     The TVX Newmont Americas purchase agreements also provide for a number of
covenants on the part of TVX and TVX Cayman, as applicable, which include the
following covenants:


     -  not to seek compensation, indemnification, contribution or damages from
        Normandy, any of its affiliates or any of their respective directors,
        officers, employees or agents for losses of any kind resulting from any
        breach or alleged breach of pre-emptive rights of the companies that own
        interests in the five operating mines partially owned by the TVX Newmont
        Americas joint venture, except to the extent such losses are
        attributable to the actions of a director, officer or employee of
        Normandy performed without the knowledge of TVX, the TVX Newmont
        Americas joint venture or their respective directors, officers and
        employees other than nominees of Normandy; and

     -  to indemnify Normandy, its affiliates and their respective directors,
        officers, employees and agents against:

       -  any taxes imposed upon TVX Newmont Americas Canada or TVX Newmont
          Americas Cayman or any of their subsidiaries relating to any period
          ending on or before June 11, 1999, the date of the formation of the
          TVX Newmont Americas joint venture; and

       -  losses resulting from a December 2001 tax assessment rendered by
          Brazilian authorities.

     Also, TVX and TVX Cayman (TVX Cayman only in respect of the South American
purchase agreement), on the one hand, and Normandy, on the other, each agreed to
indemnify each other for losses relating to failure to perform covenants or
breaches of representations and warranties under the TVX Newmont Americas
purchase agreements. The maximum amount of such indemnity is $37.5 million as it
relates to breaches of the representations and warranties contained in the North
American purchase agreement and $142.5 million as it relates to breaches of the
representations and warranties contained in the South American purchase
agreement. All indemnities under the TVX Newmont Americas purchase agreements
extend to the associates and affiliates of the parties and their respective
directors, officers, employees and agents, and their respective successors and
assigns.

CONDITIONS PRECEDENT TO THE CLOSING OF THE PURCHASE TRANSACTIONS

     The closing of the transactions contemplated by each of the TVX Newmont
Americas purchase agreements is subject to the following:

     -  all of the transactions contemplated in both the North American purchase
        agreement and the South American purchase agreement are completed
        concurrently;

                                       S-48


     -  all of the pre-conditions to completion of the transactions contemplated
        by the combination agreement have been satisfied or waived; and

     -  all of the transactions contemplated by the combination agreement will
        be completed immediately following the completion of the purchase of
        Newmont's interest in the TVX Newmont Americas joint venture.

     If any of the combination agreement, the North American purchase agreement
or the South American purchase agreement is terminated prior to the closing of
the purchase of Newmont's interest in the TVX Newmont Americas joint venture,
the TVX Newmont Americas purchase agreement(s) which have not been terminated
will automatically terminate.

     The TVX Newmont Americas purchase agreements, as applicable, contain the
following mutual conditions precedent to the closing of the transactions
contemplated thereby:

     -  receipt of required approvals of Canadian and Brazilian competition
        authorities;

     -  the termination of all agreements, understandings, instruments,
        commitments and undertakings between TVX and Normandy and their
        respective affiliates relating to the TVX Newmont Americas joint venture
        other than the environmental indemnity agreement dated June 11, 1999
        between TVX and Newmont International Holdings; and

     -  the release of the other parties and their affiliates from any claims
        arising under all agreements, understandings, instruments, commitments,
        and undertakings relating to the TVX Newmont Americas joint venture
        other than the environmental indemnity agreement.

     Pursuant to the environmental indemnity agreement, TVX agreed to indemnify
Newmont International Holdings and its directors, officers, employees and agents
for environmental claims made on or before June 11, 2005 in connection with the
TVX Newmont Americas joint venture up to an aggregate maximum amount of $15
million.

     The TVX Newmont Americas purchase agreements contain customary conditions
of closing in favour of TVX and TVX Cayman and in favour of Normandy. In
addition, the agreements contain the following conditions in favour of Normandy:

     -  TVX and its affiliates having released Normandy and its affiliates from
        certain claims relating to the operations of the TVX Newmont Americas
        joint venture;

     -  the royalty to be granted to Newmont on the Gurupi exploration property
        held by the TVX Newmont Americas joint venture having been fully secured
        on commercially reasonable terms to the satisfaction of Normandy;

     -  all amounts owing by TVX and its affiliates to Normandy and its
        affiliates having been paid in full; and

     -  if TVX or TVX Cayman elects to pay a portion of the purchase price by a
        secured promissory note, receipt of security agreements transferring and
        assigning all of the interest of TVX or TVX Cayman in the Newmont
        Americas Holdings shares or the Normandy Cayman Holdco shares, as
        applicable, as security for the obligations of TVX or TVX Cayman under
        the note.

     The TVX Newmont Americas purchase agreements also contain customary
conditions in favour of TVX and TVX Cayman as well as a condition that Normandy
and its affiliates have released TVX and its affiliates from certain claims
relating to the operations of the TVX Newmont Americas joint venture.

                               REGULATORY MATTERS

COMPETITION ACT

     The acquisition by TVX of Newmont's interest in the TVX Newmont Americas
joint venture and the arrangement, which together comprise the combination,
constitute one or more "merger" transaction(s) for the purposes of the
Competition Act (Canada). Under section 92 of the Competition Act, the
Competition Tribunal (established pursuant to the Competition Tribunal Act
(Canada) and referred to as the "Competition Tribunal" in this circular), upon
the application of the Commissioner of Competition appointed pursuant to the
Competition Act (the "Commissioner"), may issue an order to, among other things,
dissolve a merger or prohibit a proposed merger from proceeding if the
Competition Tribunal finds that such merger or proposed merger prevents or
lessens, or is likely to prevent or lessen, competition substantially. In
addition, pursuant to sections 100 and 104 of the Competition Act, the
Competition Tribunal, upon the application of the Commissioner, may in certain
circumstances make a temporary order
                                       S-49


(with, or in some cases without, prior notice) to, among other things, prevent a
proposed merger from proceeding for a stated period of time (subject in some
cases to prescribed time limits). No application may be made by the Commissioner
in respect of a merger more than three years after the merger has been
substantially completed, nor may the Commissioner apply to the Competition
Tribunal for an order in respect of a merger in respect of which an advance
ruling certificate ("ARC") has been issued under the Competition Act, solely on
the basis of information that is the same or substantially the same as that upon
which the ARC was issued, provided that the merger is substantially completed
within one year after the ARC is issued.


     Also, under the Competition Act, certain transactions require prior
notification to the Commissioner. If a transaction is subject to the prior
notification requirement (a "Notifiable Transaction"), notification must be made
either on the basis of short-form filings (in respect of which there is a 14 day
statutory waiting period) or long-form filings (in respect of which there is a
42 day statutory waiting period), unless an ARC is first issued in respect of
the transaction or the notification obligation is waived pursuant to section
113(c) of the Competition Act. A Notifiable Transaction may not be completed
until the applicable statutory waiting period has expired unless the
Commissioner, before the expiry of the waiting period, has advised the parties
that he does not at that time intend to bring an application to the Competition
Tribunal under the merger provisions of the Competition Act referred to above.
The purchase of Newmont's interest in the TVX Newmont Americas joint venture and
the arrangement, which together comprise the combination, constitute one or more
Notifiable Transaction(s).



     The parties filed a request for an ARC in respect of the combination with
the Commissioner on July 15, 2002. The ARC was issued on July 26, 2002.



HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT



     Under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules promulgated thereunder by the United States Federal Trade
Commission ("FTC"), the combination may not be consummated until notifications
and certain information have been filed with the Antitrust Division of the
United States Department of Justice (the "Antitrust Division") and the FTC and
all waiting period requirements have been satisfied. The combination is
conditioned on the expiry or early termination of the applicable waiting period
under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
All filings required by the Hart-Scott Rodino Antitrust Improvements Act of 1976
have been made. The request for early termination of the waiting period was
granted effective August 5, 2002.



     Notwithstanding the expiration of the waiting period, at any time before or
after the special meetings of the shareholders of the parties, the Antitrust
Division or the FTC could take such action under the antitrust laws as it deems
necessary or desirable in the public interest, including seeking to enjoin the
combination or seeking to impose conditions such as the divestiture of
substantial assets of Kinross or its affiliates.


     In addition, state antitrust authorities may also bring legal action under
state antitrust laws. Such action could include seeking to enjoin the
consummation of the combination or seeking to impose conditions such as the
divestiture of certain assets of Kinross. Private parties may also seek to take
legal action under the antitrust laws under certain circumstances. There can be
no assurance that a challenge to the combination on antitrust grounds will not
be made, or if such a challenge is made, of the result thereof.

BRAZILIAN COMPETITION LAW

     Under Brazilian Law No. 8884/1994 and Resolution #15/98, certain merger and
acquisition transactions are subject to notification to the Office of Economic
Law, Ministry of Finance ("SDE") and to review and approval by The
Administrative Council for Economic Defense ("CADE").

     On June 28, 2002, a filing was submitted to SDE and CADE in relation to the
Brazilian portion of the purchase of Newmont's interest in the TVX Newmont
Americas joint venture. A filing to SDE and CADE will be required for the
combination. The parties will make all required filings on a timely basis.


     Based on advice of Brazilian antitrust counsel, TVX expects that the CADE
approval will be secured in respect of the purchase of Newmont's interest in the
TVX Newmont Americas joint venture. Similarly, the parties to the combination
agreement have been advised by Brazilian antitrust counsel that CADE approval
should be secured in respect of the combination.


                                       S-50


GREEK COMPETITION LAW

     Under Greek Law No. 703/1977, certain merger transactions are subject to
pre-merger notification to the Greek Competition Committee and clearance by such
committee.

     TVX, indirectly through its 100% owned Greek subsidiary TVX Hellas, owns
properties in northern Greece, referred to as the Hellenic Gold Complex. These
properties include the Stratoni base metals operation and the Skouries
development project.

     Based on the information available to the parties, a pre-merger
notification is required. The parties intend to make any required filings on a
timely basis. Based on the information available to the parties, the parties
expect that required clearance from the Greek Competition Committee will be
secured in respect of the combination. However, there can be no assurance that
such clearance will be secured.

EXEMPTION FROM MINORITY APPROVAL AND VALUATION REQUIREMENTS

     Since Kinross holds more than 10% of the issued and outstanding Echo Bay
common shares, the exchange of Echo Bay common shares for Kinross common shares
which is part of the arrangement is a "going private transaction" and a "related
party transaction" within the meaning of Rule 61-501 of the Ontario Securities
Commission and Policy Q-27 of the Commission des Valeurs mobilieres du Quebec
(collectively the "Rule"). The Rule requires that certain related party
transactions must be approved by a majority of the minority shareholders and
that shareholders be furnished with a valuation (prepared by an independent
valuator) of the common shares to be received by shareholders in the
transaction. Certain exemptions from these requirements are set forth in the
Rule. For example, a transaction which would otherwise be a going private
transaction, in this case the exchange of Echo Bay common shares for Kinross
common shares as part of the arrangement, except that it falls within certain
exemptions from the definition of "going private transactions" as contained in
the Rule, is exempted from the "related party transaction" requirements of the
Rule, including the valuation and minority approval requirements. Also, a
valuation need not be provided and minority approval does not need to be
obtained if the "interested party", in this case Kinross, holds Echo Bay common
shares that carry fewer voting rights than another Echo Bay shareholder who is
not a party to the transaction, and that other Echo Bay shareholder supports the
transaction, deals at arm's length with Kinross, is treated identically to all
other shareholders of Echo Bay and does not receive a benefit that is not also
received by all other Echo Bay shareholders.

     In the present case, the parties are relying on exemptions from the formal
valuation and minority approval requirements. An exemption is available because
the arrangement is an exempt going private transaction on the basis that Kinross
is only entitled to receive the same consideration per Echo Bay common share as
are all other Echo Bay shareholders, and not any consideration of greater value
or differing security, from that received by all other Echo Bay shareholders. A
further exemption is available because Newmont, which holds approximately 45.2%
of the Echo Bay common shares, holds more voting shares in Echo Bay than
Kinross, is not a party to the arrangement and supports the arrangement. Kinross
believes it is dealing at arm's length with Newmont. Pursuant to the lock-up
agreement between Newmont and Echo Bay, Newmont has also acknowledged that there
were no non-financial factors or other factors peculiar to Newmont considered
relevant by Newmont in assessing the consideration to be received in exchange
for its Echo Bay common shares pursuant to the arrangement which had the effect
of reducing the consideration that would otherwise have been considered
acceptable by Newmont.

COURT APPROVAL OF THE ARRANGEMENT

     An arrangement under the CBCA requires court approval. Prior to the mailing
of the circular, Kinross obtained, from the Superior Court of Ontario, the
interim order for the arrangement providing for the calling and holding of the
special meetings of shareholders of the parties and certain other procedural
matters. A copy of this order is attached to this circular as Exhibit B.
Pursuant to the interim order, Kinross is required to return to court for a
final order approving the arrangement. As set out in the interim order, the
hearing in respect of the final order is scheduled to take place on    --   ,
2002 at  -- a.m. at    --   . At this hearing, shareholders of TVX or Echo Bay
who wish to participate or to be represented or to present evidence or argument
may do so, subject to filing a notice of appearance and satisfying other
requirements. At the hearing, the Court will be asked to approve the terms and
conditions of the arrangement. In hearing the petition for the final order, the
Court will consider, among other things, the fairness and reasonableness of the
arrangement. The Court may approve the arrangement either as proposed or as
amended in any manner the Court may direct, subject to compliance with such
terms and conditions, if any, the Court thinks fit. Assuming the final order

                                       S-51


is granted and the various other conditions precedent in the combination
agreement are satisfied or waived, the combination will be completed as soon as
possible thereafter.

EXEMPTIONS FROM REGISTRATION REQUIREMENTS AND RESALE RESTRICTIONS ON KINROSS
COMMON SHARES

CANADA

     Kinross common shares issued in connection with the arrangement will be
distributed in reliance on exemptions from the registration and prospectus
requirements of Canadian securities laws and will be freely tradeable in or into
Canada through appropriately registered dealers provided the following
conditions are met at the time of such transaction:

     -  at the time of the trade, Kinross has been a reporting issuer for at
        least four months;

     -  the selling shareholder does not hold (alone or in combination with
        others) more than 20% of the outstanding voting securities of Kinross
        and does not otherwise hold a sufficient number of any securities of
        Kinross to affect materially the control of Kinross;

     -  if the selling shareholder is an insider or officer of Kinross, the
        selling shareholder has no reasonable grounds to believe that Kinross is
        in default of any requirements under applicable Canadian securities
        laws;

     -  certain disclosures are made to the applicable Canadian securities
        authorities (which Kinross will make promptly following the effective
        date of the combination);

     -  no unusual effort is made to prepare the market or create a demand for
        the Kinross common shares; and

     -  no extraordinary commission or consideration is paid in respect of the
        transaction in the Kinross common shares.

UNITED STATES

     The issuance of Kinross common shares to holders of TVX common shares and
Echo Bay common shares pursuant to the arrangement will not be registered under
the U.S. Securities Act of 1933, as amended (which we refer to in this circular
as the "Securities Act"). Such shares will instead be issued in reliance upon
the exemption provided by section 3(a)(10) of the Securities Act. Section
3(a)(10) exempts from the general registration requirements securities issued in
exchange for one or more outstanding securities where the terms and conditions
of the issuance and exchange of such securities have been approved by any
governmental authority having appropriate authority, including a court of
competent jurisdiction, after a hearing upon the fairness of the terms and
conditions of the issuance and exchange at which all persons to whom such
securities will be issued have the right to appear. The Superior Court of
Ontario is authorized to conduct a hearing to determine the fairness of the
terms and conditions of the arrangement, including the proposed issuance of
Kinross common shares in exchange for TVX common shares and Echo Bay common
shares. The Court entered the interim order on    --   , 2002 and subject to the
approval of the arrangement by the TVX shareholders and Echo Bay shareholders, a
hearing on the fairness of the arrangement will be held by the Court.

     Kinross common shares received by holders of TVX common shares or Echo Bay
common shares in the arrangement will be freely transferable, except for Kinross
common shares received by persons who are deemed to be "affiliates" (as such
term is defined for purposes of Rule 145 of the Securities Act) of Kinross, TVX
or Echo Bay prior to the completion of the arrangement. Persons who may be
deemed to be affiliates of Kinross, TVX or Echo Bay generally include
individuals or entities that control, are controlled by, or are under common
control with, such party and may include officers, directors and principal
shareholders.


     Persons who are deemed to be affiliates of Kinross, TVX or Echo Bay may not
sell Kinross common shares acquired in connection with the arrangement, except
pursuant to an effective registration under the Securities Act covering such
shares or in compliance with Rule 145 (or Rule 144 under the Securities Act in
the case of persons who become affiliates of Kinross) or another applicable
exemption from the registration requirements of the Securities Act. In general,
under Rule 145, for one year following the effective date, an affiliate
(together with certain related persons) would be entitled to sell Kinross common
shares acquired in connection with the arrangement only through unsolicited
"broker transactions" as such term is defined in Rule 144 or in transactions
directly with a "market maker" as such term is defined in section 3(a)(38) of
the Exchange Act. Additionally, the number of shares to be sold by an affiliate
(together with certain related persons and certain persons acting in concert)
within any three-month period for purposes of Rule 145 may not exceed the
greater of 1% of the outstanding Kinross common shares or the average weekly
trading volume of such stock during the four calendar weeks preceding such sale.
Rule 145 will only remain available to

                                       S-52


affiliates if Kinross remains current with its informational filings with the
United States Securities and Exchange Commission under the Exchange Act. One
year after the effective date, a former affiliate would be able to sell such
Kinross common shares without regard to such sale or volume limitations provided
that Kinross was current with its Exchange Act informational filings and such
affiliate was not then an affiliate of Kinross. Two years after the effective
date, a former affiliate would be able to sell such Kinross common shares
without any restrictions so long as such affiliate had not been an affiliate of
Kinross for at least three months prior thereto. Persons deemed affiliates may
at any time sell such Kinross common shares outside the United States in a
transaction complying with the provisions of Regulation S under the Securities
Act.

     This document does not constitute a registration statement covering resales
of Kinross common shares by persons who are otherwise restricted from selling
their shares pursuant to Rules 144 and 145 of the Securities Act.

     MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS OF THE ARRANGEMENT

     In the opinion of Fasken Martineau DuMoulin LLP, special counsel to TVX,
and Fraser Milner Casgrain LLP, counsel to Echo Bay, the following summary
describes, as of the date hereof, the material Canadian federal income tax
considerations under the Tax Act of the arrangement generally applicable to
holders of TVX common shares, Echo Bay common shares and Echo Bay warrants who
at all relevant times and for purposes of the Tax Act:

     -  deal at arm's length with and are not affiliated with Kinross, TVX and
        Echo Bay; and

     -  hold their TVX common shares, Echo Bay common shares and Echo Bay
        warrants and will hold their Kinross common shares as capital property.

     TVX common shares, Echo Bay common shares, Echo Bay warrants and Kinross
common shares will generally be considered to be capital property to the holder
provided that the holder does not hold such securities in the course of carrying
on a business and has not acquired such securities in a transaction or
transactions considered to be an adventure in the nature of trade. This summary
does not take into account the "mark-to-market rules" in the Tax Act that apply
to "financial institutions", and holders that are "financial institutions" for
the purposes of these rules should consult their own tax advisors.

     This summary is based on the current provisions of the Tax Act, the current
regulations thereunder (the "Regulations") and counsel's understanding of the
current published administrative and assessing practices of the CCRA. This
summary also takes into account all specific proposals to amend the Tax Act and
the Regulations publicly announced by the Minister of Finance (Canada) prior to
the date hereof (collectively, the "Proposed Amendments"). No assurance can be
given that the Proposed Amendments will be enacted as tabled or announced.
However, the Canadian federal income tax considerations applicable to holders
with respect to their TVX common shares, Echo Bay common shares and Echo Bay
warrants will not be different in a material adverse way if the Proposed
Amendments are not enacted. This summary does not otherwise take into account or
anticipate any changes to the law, whether by judicial, governmental or
legislative decision or action, nor does it take into account provincial,
territorial or foreign tax legislation or considerations, which may differ from
the Canadian federal income tax considerations discussed herein.


     THIS SUMMARY ASSUMES THAT THE KINROSS SHAREHOLDER RIGHTS PLAN WILL BE
TERMINATED BY KINROSS SHAREHOLDERS AT THE KINROSS SPECIAL MEETING PRIOR TO THE
EFFECTIVE DATE OF THE COMBINATION SO THAT HOLDERS OF TVX COMMON SHARES AND
HOLDERS OF ECHO BAY COMMON SHARES WILL NOT ACQUIRE ANY RIGHTS UNDER SUCH PLAN AS
A RESULT OF THE ARRANGEMENT. THE ARRANGEMENT IS NOT CONDITIONAL ON THE
TERMINATION OF THE KINROSS SHAREHOLDER RIGHTS PLAN. IF HOLDERS OF TVX COMMON
SHARES AND HOLDERS OF ECHO BAY COMMON SHARES ACQUIRE RIGHTS UNDER THE KINROSS
SHAREHOLDER RIGHTS PLAN IN THE ARRANGEMENT BECAUSE THE PLAN HAS NOT BEEN
TERMINATED THEN SUCH HOLDERS MAY BE TREATED AS HAVING DISPOSED OF THEIR TVX
COMMON SHARES AND ECHO BAY COMMON SHARES FOR PROCEEDS OF DISPOSITION EQUAL TO
THE AGGREGATE OF THE FAIR MARKET VALUE OF THE KINROSS COMMON SHARES (AND CASH
RECEIVED IN LIEU OF A FRACTIONAL SHARE, IF APPLICABLE) AND ANY RIGHTS UNDER THE
KINROSS SHAREHOLDER RIGHTS PLAN RECEIVED IN EXCHANGE THEREFOR. A RECENT POSITION
TAKEN BY THE CCRA ON A SHAREHOLDER RIGHTS PLAN INDICATES THAT HOLDERS MAY BE
ASSESSED ON THIS BASIS. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS IN
THIS REGARD.



     THIS SUMMARY IS OF A GENERAL NATURE ONLY, AND IS NOT INTENDED TO BE, NOR
SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER.
ACCORDINGLY, HOLDERS OF TVX COMMON SHARES, ECHO BAY COMMON SHARES AND ECHO BAY
WARRANTS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS FOR ADVICE REGARDING THE
INCOME TAX CONSEQUENCES OF THE ARRANGEMENT AND THE EXERCISE OF DISSENT RIGHTS
HAVING REGARD TO THEIR PARTICULAR CIRCUMSTANCES.


                                       S-53


HOLDERS RESIDENT IN CANADA

     The following portion of this summary is applicable to holders of TVX
common shares, Echo Bay common shares and Echo Bay warrants and those persons
who become holders of Kinross common shares as a consequence of the arrangement,
who, for the purposes of the Tax Act and any applicable income tax convention,
at all relevant times, are resident in Canada or are deemed to be resident in
Canada. Certain Canadian resident holders whose TVX common shares, Echo Bay
common shares or Kinross common shares might not otherwise qualify as capital
property may make an irrevocable election in accordance with subsection 39(4) of
the Tax Act to deem the shares and every "Canadian security" (as defined in the
Tax Act) owned by such holders to be capital property in the taxation year of
the election and in all subsequent taxation years.

HOLDERS OF TVX COMMON SHARES ON AMALGAMATION

     Holders of TVX common shares (other than holders of TVX common shares who
dissent from the arrangement) will realize neither a capital gain nor a capital
loss on the amalgamation as a result of which the TVX common shares will be
disposed of in exchange for Kinross common shares. The aggregate cost of the
Kinross common shares received by a TVX shareholder on the amalgamation will be
equal to the aggregate adjusted cost base to the TVX shareholder of the TVX
common shares disposed of in exchange for such Kinross common shares by virtue
of the amalgamation. The holder's cost of such Kinross common shares must be
averaged with the adjusted cost base of any other Kinross common shares held by
the holder to determine the holder's adjusted cost base of such Kinross common
shares.

     Under the current administrative and assessing practice of the CCRA, a
holder of TVX common shares who receives cash in an amount under Cdn.$200 in
lieu of a fraction of a Kinross common share on the amalgamation may ignore the
computation of any gain or loss on the partial disposition and reduce the
adjusted cost base of the Kinross common shares received on the amalgamation by
the amount of such cash. Alternatively, the holder of TVX common shares may
include the capital gain or loss arising on the disposition of the fractional
share in the computation of that holder's income.

HOLDERS OF ECHO BAY COMMON SHARES ON ARRANGEMENT

     A capital gain (or capital loss) that would otherwise be realized by a
holder of Echo Bay common shares on the exchange of Echo Bay common shares for
Kinross common shares pursuant to the arrangement will be deferred under the
provisions of the Tax Act provided that:

     -  such holder does not, in the holder's return of income for the taxation
        year in which such exchange occurs, include in computing the holder's
        income any portion of the gain or loss, otherwise determined, from the
        disposition of the exchanged shares; and

     -  the holder, or persons with whom the holder does not deal at arm's
        length, or the holder together with persons with whom the holder does
        not deal at arm's length, do not control Kinross and do not beneficially
        own shares in the capital stock of Kinross having a fair market value of
        more than 50% of the fair market value of all of the outstanding shares
        of the capital stock of Kinross, immediately after the exchange.

     Where a holder is entitled to the deferral, the holder will be deemed:

     -  to have disposed of that holder's Echo Bay common shares for proceeds of
        disposition equal to the adjusted cost base of the shares to the holder
        immediately before such exchange; and

     -  to have acquired the Kinross common shares at a cost equal to the
        adjusted cost base of the holder's Echo Bay common shares immediately
        before the exchange. The holder's cost of such Kinross common shares
        will be averaged with the adjusted cost base of any other Kinross common
        shares held by the holder to determine the holder's adjusted cost base
        of such Kinross common shares.

     Under the current administrative and assessing practice of the CCRA, a
holder of Echo Bay common shares who receives cash in an amount not exceeding
Cdn.$200 in lieu of a fraction of a Kinross common share under the arrangement
may ignore the computation of any gain or loss on the partial disposition and
reduce the adjusted cost base of the Kinross common shares received under the
arrangement by the amount of such cash. Alternatively, the holder of Echo Bay
common shares may include the capital gain or loss arising on the disposition of
the fractional share in the computation of that holder's income.

                                       S-54


     A holder of Echo Bay common shares who is not eligible for the deferral in
respect of the exchange of Echo Bay common shares will be deemed to have
disposed of those Echo Bay common shares for proceeds of disposition equal to
the fair market value of the Kinross common shares (and cash in lieu of a
fractional share, if applicable) received in exchange therefor and to have
acquired such Kinross common shares at a cost equal to their fair market value.
The cost of Kinross common shares that the holder acquires must be averaged with
the adjusted cost base of any other Kinross common shares held by the holder to
determine the holder's adjusted cost base of such Kinross common shares. Such
holder of Echo Bay common shares will realize a capital gain (or capital loss)
equal to the amount by which the proceeds of disposition, net of any reasonable
costs of disposition, exceed (or are less than) the adjusted cost base of the
Echo Bay common shares to such holder. The income tax treatment of capital gains
and losses is discussed in greater detail below under the subheading "Taxation
of Capital Gains and Losses".

HOLDERS OF ECHO BAY WARRANTS ON ARRANGEMENT


     While the matter is not free from doubt, counsel is of the view that
holders of Echo Bay warrants will realize neither a capital gain nor a capital
loss as a result of such holders becoming entitled, under the existing terms of
the warrant indenture dated May 9, 2002, to acquire Kinross common shares upon
the exercise of the warrants after the effective date of the combination.
Holders of Echo Bay warrants who wish to avoid any uncertainty concerning the
tax consequences to them of the arrangement may wish to exercise their warrants
and acquire Echo Bay common shares prior to the effective date of the
combination in which case they will be treated as holders of Echo Bay common
shares (see discussion above under the subheading "Holders of Echo Bay Common
Shares on Arrangement"). Holders of Echo Bay warrants are urged to consult their
own tax advisors in this regard.


DIVIDENDS ON KINROSS COMMON SHARES

     A holder who is an individual will be required to include the amount of any
dividends received or deemed to be received on the Kinross common shares in
computing the holder's income. The holder will be subject to the gross-up and
dividend tax credit rules normally applicable to taxable dividends received from
taxable Canadian corporations (as defined in the Tax Act).

     A holder that is a corporation will be required to include in computing
income the amount of any dividends on the Kinross common shares received or
deemed to be received by the holder, but will be entitled to deduct the amount
of the dividends in computing its taxable income. A holder that is a "private
corporation" or a "subject corporation" (as defined in the Tax Act) may be
liable under Part IV of the Tax Act to pay a refundable tax of 33 1/3% of
dividends received or deemed to be received on the Kinross common shares to the
extent that such dividends are deductible in computing the holder's taxable
income. This tax will be refunded to the holder at the rate of Cdn.$1 for every
Cdn.$3 of taxable dividends paid while it is a private corporation or a subject
corporation.

DISPOSITION OF KINROSS COMMON SHARES

     A holder disposing of Kinross common shares will realize a capital gain (or
capital loss) to the extent that the proceeds of disposition thereof, net of any
reasonable costs of disposition, exceed (or are less than) the adjusted cost
base of such shares to such holder. The income tax treatment of capital gains
and losses is discussed in greater detail below under the subheading "Taxation
of Capital Gains and Losses".

WARRANTS TO ACQUIRE KINROSS COMMON SHARES

Exercise of Warrants

     No gain or loss will be realized on the exercise of a warrant to acquire
Kinross common shares. When a warrant is exercised, the holder's cost of the
Kinross common shares acquired thereby will be equal to the holder's adjusted
cost base of the warrant plus the exercise price paid for the Kinross common
shares. The holder's cost of such Kinross common shares must be averaged with
the adjusted cost base of any other Kinross common shares held by the holder to
determine the holder's adjusted cost base of such Kinross common shares.

Disposition and Expiry of Warrants

     A disposition or deemed disposition by a holder of warrants will generally
give rise to a capital gain (or capital loss) equal to the amount by which the
proceeds of disposition, net of any reasonable costs of disposition, are greater
(or less) than such holder's adjusted cost base of the warrants. The expiry of
unexercised warrants will constitute a disposition thereof for nil proceeds of
disposition, resulting in the holder realizing a capital loss equal to such
holder's

                                       S-55


adjusted cost base of the expired warrants. The tax treatment of capital losses
is discussed in greater detail below under the subheading "Taxation of Capital
Gains and Losses".

TAXATION OF CAPITAL GAINS AND LOSSES

     One-half of capital gains will be included in income as taxable capital
gains and one-half of capital losses will be allowable capital losses that may
be deducted against taxable capital gains realized in the year of disposition.
Subject to the detailed rules contained in the Tax Act, any unused allowable
capital loss may be applied to reduce net taxable capital gains realized by the
holder in the three preceding and in all subsequent taxation years. Where the
holder is an individual or a trust, other than certain trusts, the realization
of a capital gain may result in a liability for alternative minimum tax under
the Tax Act.

     Recognition of capital losses otherwise realized may be denied in various
circumstances set out in the Tax Act. The amount of any capital loss realized by
a corporate holder on a disposition of TVX common shares, Echo Bay common shares
or Kinross common shares may be reduced by the amount of dividends received, if
any, or deemed to be received on the shares, to the extent and under the
circumstances provided in the Tax Act. Similar rules may apply where a
corporation is a member of a partnership or a beneficiary of a trust that owns
the shares or where a trust or partnership of which a corporation is a
beneficiary or a member, respectively, is a member of a partnership or a
beneficiary of a trust that owns the shares.

     A holder that is a Canadian-controlled private corporation throughout the
relevant taxation year may be subject to an additional refundable tax of 6 2/3%
on taxable capital gains. This additional tax will be refunded to the holder at
the rate of Cdn.$1 for every Cdn.$3 of taxable dividends paid while it is a
private corporation.

DISSENTING SHAREHOLDERS

     If the arrangement becomes effective, a holder of TVX common shares or Echo
Bay common shares who dissents to the arrangement (a "Dissenting Shareholder")
and, as a consequence, disposes of TVX common shares or Echo Bay common shares
to Kinross, will be considered to have disposed of such shares for proceeds of
disposition equal to the cash payment (exclusive of interest) received from
Kinross for the fair value thereof and will realize a capital gain (or capital
loss) equal to the amount by which such cash payment (exclusive of interest),
net of any reasonable costs of disposition, exceeds (or is less than) the
adjusted cost base of such TVX common shares or Echo Bay common shares, as the
case may be, to such shareholder. The income tax treatment of capital gains and
losses is discussed in greater detail above under the subheading "Taxation of
Capital Gains and Losses".

     A Dissenting Shareholder who receives interest on a payment received in
respect of the fair value of the TVX common shares or Echo Bay common shares
will be required to include the amount of such interest in computing income.


     We urge any shareholder who is considering dissenting to the arrangement to
consult with a tax advisor with respect to the income tax consequences of such
action.


HOLDERS NOT RESIDENT IN CANADA

     The following portion of the summary is generally applicable to holders of
TVX common shares, Echo Bay common shares and Echo Bay warrants who, for
purposes of the Tax Act and any applicable income tax convention, have not been
and will not be resident or deemed to be resident in Canada at any time while
they have held TVX common shares, Echo Bay common shares or Echo Bay warrants or
will hold Kinross common shares and who do not use or hold and are not deemed to
use or hold the TVX common shares, Echo Bay common shares, Echo Bay warrants or
Kinross common shares in carrying on a business in Canada (a "Non-Resident
Holder"). Special rules, which are not discussed in this summary, may apply to a
non-resident that is an insurer carrying on business in Canada and elsewhere.

HOLDERS OF ECHO BAY WARRANTS

     While the matter is not free from doubt, counsel is of the view that
Non-Resident Holders of Echo Bay warrants will realize neither a capital gain
nor a capital loss as a result of such Non-Resident Holders becoming entitled,
under the existing terms of the warrant indenture dated May 9, 2002, to acquire
Kinross common shares upon the exercise of the warrants after the effective date
of the combination. In any event, a Non-Resident Holder will not be subject to
capital gains tax under the Tax Act on the disposition of an Echo Bay warrant
unless such warrant constitutes "taxable

                                       S-56



Canadian property" of the Non-Resident Holder for purposes of the Tax Act and
the Non-Resident Holder is not entitled to relief under an applicable income tax
convention (see discussion below under the subheading "Capital Gains").
Non-Resident Holders of Echo Bay warrants are urged to consult their own tax
advisors in this regard.


EXERCISE OF WARRANTS TO ACQUIRE KINROSS COMMON SHARES

     No gain or loss will be realized on the exercise of a warrant to acquire
Kinross common shares. When a warrant is exercised, the Non-Resident Holder's
cost of the Kinross common shares acquired thereby will be equal to the Non-
Resident Holder's adjusted cost base of the warrant plus the exercise price paid
for the Kinross common shares. The Non-Resident Holder's cost of such Kinross
common shares must be averaged with the adjusted cost base of any other Kinross
common shares held by the Non-Resident Holder to determine the Non-Resident
Holder's adjusted cost base of such Kinross common shares.

CAPITAL GAINS

     A Non-Resident Holder will not be subject to capital gains tax under the
Tax Act on the disposition of TVX common shares, Echo Bay common shares, Echo
Bay warrants or Kinross common shares unless such securities constitute "taxable
Canadian property" of the holder for purposes of the Tax Act. If such securities
do constitute taxable Canadian property, the Non-Resident Holder may be exempt
from tax under an applicable income tax convention.

     Generally, TVX common shares, Echo Bay common shares and Kinross common
shares, as the case may be, and warrants to acquire such shares, will not be
taxable Canadian property at a particular time provided that such shares are
listed on a prescribed stock exchange (which includes the Toronto Stock
Exchange), and the holder, either alone or together with persons with whom such
holder does not deal at arm's length, has not owned 25% or more of the issued
shares of any class or series in the capital of TVX, Echo Bay or Kinross, as the
case may be, at any time during the 60 month period that ends at the particular
time. The CCRA takes the position that for these purposes a person (and persons
with whom such person does not deal at arm's length) will be considered to own
any shares in respect of which such person (and persons with whom such person
does not deal at arm's length) had an interest or option and that interests and
options held by other persons are ignored.

DIVIDENDS ON KINROSS COMMON SHARES

     Dividends paid or deemed to be paid to a Non-Resident Holder on Kinross
common shares will be subject to Canadian withholding tax at the rate of 25%
unless the rate is reduced under the provisions of an applicable income tax
convention.

     Under the provisions of the Canada -- United States Income Tax Convention
(1980), as amended (the "U.S. Treaty"), dividends paid or credited or deemed
under the Tax Act to be paid or credited by Kinross to a Non-Resident Holder who
is a resident of the United States for purposes of the U.S. Treaty generally
will be subject to Canadian withholding tax at the rate of 15%. This rate will
be reduced to 5% if the beneficial owner of the dividend is a company that owns
at least 10% of the voting stock of Kinross.

INTEREST

     Where a Non-Resident Holder receives interest consequent upon the exercise
of dissent rights, such interest will be subject to Canadian withholding tax at
the rate of 25% unless the rate is reduced under the provisions of an applicable
income tax convention. This rate will be reduced to 10% if the beneficial owner
of the interest is a resident of the United States for purposes of the U.S.
Treaty.

                   MATERIAL UNITED STATES FEDERAL INCOME TAX
                       CONSIDERATIONS OF THE ARRANGEMENT

     The following summary discusses the material U.S. Federal income tax
consequences to the U.S. holders of Echo Bay common shares and to the U.S.
holders of TVX common shares in the arrangement. This discussion is based upon
the Code, its legislative history, the Treasury regulations promulgated
thereunder, administrative rulings and judicial decisions currently in effect,
all of which are subject to change, possibly on a retroactive basis, and certain
factual representations made by Kinross, Echo Bay and TVX. Any change in
currently applicable law, which may or may not be retroactive, or failure of any
of the factual representations made by Kinross, Echo Bay or TVX to be true,
correct and complete in all material respects could affect the continuing
validity of this discussion. The discussion assumes that
                                       S-57


U.S. holders of Echo Bay common shares and TVX common shares hold their shares
as a capital asset within the meaning of Section 1221 of the Code. Further, the
discussion does not address all aspects of U.S. Federal income taxation that may
be relevant to a particular shareholder in light of his or her personal
investment circumstances or to shareholders subject to special treatment under
the U.S. Federal income tax laws such as financial institutions, insurance
companies, tax-exempt organizations, qualified retirement plans, individual
retirement accounts, regulated investment companies, brokers, dealers and
traders in securities and currency, banks, trusts, persons that hold their Echo
Bay common shares or TVX common shares as part of a straddle, a hedge against
currency risk, a constructive sale or conversion transaction, persons that have
a functional currency other than the U.S. dollar, U.S. expatriates, investors in
pass-through entities, shareholders who acquired their Echo Bay common shares or
TVX common shares through the exercise of options or otherwise as compensation
or through a tax-qualified retirement plan, holders of options and performance
share units granted under any benefit plan, persons subject to the alternative
minimum tax or persons that, as a result of the arrangement, will own, directly
or indirectly, at least 10% of the total combined voting power of Kinross.
Furthermore, this discussion does not consider the potential effects of any
state or local tax laws or the tax consequences in jurisdictions other than the
United States.


     None of Kinross, TVX or Echo Bay have requested a ruling from the IRS with
respect to any of the U.S. Federal income tax consequences of the arrangement
and, as a result, there can be no assurance that the IRS (or a court) will not
disagree with or challenge any of the conclusions set forth herein.


     HOLDERS OF ECHO BAY COMMON SHARES AND HOLDERS OF TVX COMMON SHARES ARE
URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES
TO THEM OF THE ARRANGEMENT, INCLUDING THE APPLICABILITY AND EFFECT OF U.S.
FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS IN THEIR PARTICULAR
CIRCUMSTANCES.

     For purposes of this discussion:

     -  "U.S. Holder" means:

       -  a citizen or resident of the United States;

       -  a corporation or other entity taxable as a corporation created or
          organized under the laws of the United States or any political
          subdivision thereof or therein;

       -  a trust if a U.S. court is able to exercise primary supervision over
          the administration of the trust and one or more U.S. persons have the
          authority to control all substantial decisions of the trust; or

       -  an estate the income of which is includable in gross income for U.S.
          Federal income tax purposes regardless of its source; and

     -  "Non-U.S. Holder" means any person that is not a U.S. Holder.


     If a partnership holds Echo Bay common shares or TVX common shares, the
consequences to a partner generally will depend upon the activities of the
partnership and the status of the partner. We urge a partner of a partnership
that holds Echo Bay common shares or TVX common shares to consult its tax
advisor regarding the specific tax consequences to the partner of the
arrangement.


     This summary does not address the U.S. Federal income tax consequences of
the arrangement to Non-U.S. Holders, and such Non-U.S. Holders are accordingly
urged to consult their own tax advisors regarding the potential U.S. Federal
income tax consequences to them of the arrangement.

TAX CONSEQUENCES OF THE ARRANGEMENT TO ECHO BAY U.S. SHAREHOLDERS


     The obligation of Echo Bay to complete the transactions contemplated by the
combination agreement is NOT conditioned on the receipt of an opinion of U.S.
counsel that the arrangement will be treated as a tax free reorganization for
U.S. Federal income tax purposes and, in the event Echo Bay does not receive
such opinion, it is possible that such transactions could be treated as a
taxable transaction for U.S. Federal income tax purposes. Each Echo Bay
shareholder is urged to take this possibility into account when deciding whether
to vote for the arrangement.


     Echo Bay has received an opinion from Cravath, Swaine & Moore, U.S. counsel
to Echo Bay, to the effect that, as of the date of this circular, the
arrangement will not cause recognition of income or gain for U.S. Federal income
tax purposes by Echo Bay or by the U.S. Holders of Echo Bay common shares. Such
opinion is based upon certain considerations, including those described below.

                                       S-58


     The Cravath opinion as to the material U.S. Federal income tax consequences
of the arrangement to holders of Echo Bay common shares is subject to certain
qualifications, assumes that the arrangement is consummated in accordance with
the terms of the combination agreement and as described in this circular and is
based upon currently applicable law and certain factual representations made by
Kinross to Echo Bay in a representation letter dated as of the date of this
circular, which representation letter was provided by Echo Bay to Cravath, and
certain factual representations made by Echo Bay in a representation letter
dated as of the date of this circular, which representation letter was also
provided by Echo Bay to Cravath. Any change in currently applicable law, which
may or may not be retroactive, or failure of any of such factual representations
or assumptions to be true, correct and complete in all material respects, could
affect the continuing validity of the Cravath tax opinion. The conclusions
reached in the Cravath tax opinion are:

     -  the exchange of Echo Bay common shares for Kinross common shares
        pursuant to the arrangement will be treated as a reorganization within
        the meaning of Section 368(a) of the Code and Kinross and Echo Bay will
        each be a party to that reorganization within the meaning of Section
        368(b) of the Code;

     -  no gain or loss will be recognized by U.S. Holders of Echo Bay common
        shares on the exchange of such shares for Kinross common shares (except
        as discussed below with respect to cash received in lieu of fractional
        Kinross common shares) if, by virtue of the arrangement, they become
        holders of less than 5% of the shares of Kinross, measured by either
        voting rights or value. No gain will be recognized by U.S. Holders of
        Echo Bay common shares on the exchange of such shares for Kinross common
        shares if, by virtue of the arrangement, they become holders of 5% or
        greater of the shares of Kinross measured by either voting rights or
        value, provided such shareholders who have a gain on their shares enter
        into gain recognition agreements with the IRS as required under Section
        367 of the Code and the Treasury Regulations promulgated thereunder;

     -  the aggregate adjusted tax basis of the Kinross common shares received
        in the arrangement (including any fractional interest) by a U.S. Holder
        will be the same as the aggregate adjusted tax basis of such U.S.
        Holder's Echo Bay common shares exchanged therefor;

     -  the holding period of Kinross common shares received in the arrangement
        by a U.S. Holder will include the holding period of such U.S. Holder's
        Echo Bay common shares exchanged therefor; and

     -  Echo Bay will not recognize gain or loss as a result of the arrangement.


     The receipt of cash in lieu of a fractional Kinross Share by a U.S. Holder
of Echo Bay common shares will result in taxable gain or loss to such U.S.
Holder for U.S. Federal income tax purposes based upon the difference between
the amount of cash received by such U.S. Holder and such U.S. Holder's adjusted
tax basis in such fractional share as set forth above. Such gain or loss will
constitute capital gain or loss and will constitute long-term capital gain or
loss if the U.S. Holder's holding period is greater than one year as of the date
of consummation of the arrangement. For non-corporate U.S. Holders, any such
long-term capital gain generally will be taxed at a maximum U.S. Federal income
tax rate of 20%. The deductibility of capital losses is subject to limitations.



     Under the combination agreement, Kinross has covenanted and agreed to
execute a customary letter of representation, dated as of the effective date of
the arrangement, which representation letter may be provided by Echo Bay to Echo
Bay's U.S. counsel in connection with a tax opinion to be delivered on the
effective date of the arrangement. Echo Bay is not obliged under the combination
agreement, but nevertheless intends, to provide a customary letter of
representation on the effective date of the arrangement. In addition, Echo Bay's
obligation to complete the transactions contemplated by the combination
agreement is not conditioned upon the receipt of a tax opinion of U.S. counsel
to Echo Bay on the effective date of the arrangement. Echo Bay intends to
request from Cravath a tax opinion dated as of the effective date of the
arrangement. If Echo Bay does not receive a tax opinion on the effective date,
because, for example:


     -  Kinross fails to provide a customary letter of representation to Echo
        Bay due to a change in factual circumstances or otherwise;

     -  Echo Bay fails to provide its customary representation letter to U.S.
        counsel due to a change in factual circumstances or otherwise; or

     -  there is a change in applicable law, which may or may not be
        retroactive,

                                       S-59



U.S. Holders of Echo Bay common shares cannot rely on the continuing validity of
the conclusions reached in the Cravath tax opinion discussed above. If this were
to occur, it is possible, but not certain, the tax consequences of the
arrangement would be materially different than those described above.



     Specifically, if the exchange of Echo Bay common shares for Kinross common
shares pursuant to the arrangement did not qualify as a reorganization within
the meaning of Section 368(a) of the Code, a U.S. Holder of Echo Bay common
shares would recognize gain or loss equal to the difference between such U.S.
Holder's basis in the shares and the fair market value of the Kinross common
shares and any cash consideration (including cash in lieu of fractional Kinross
common shares) received. Such gain or loss would constitute capital gain or
loss, assuming the U.S. Holder holds the Echo Bay common shares as a capital
asset at the effective date and such gain or loss would constitute long-term
capital gain or loss if the U.S. Holder's holding period is greater than one
year as of the date of the consummation of the arrangement. For non-corporate
U.S. Holders, any such long-term capital gain generally would be taxed at a
maximum U.S. Federal income tax rate of 20%. The deductibility of capital losses
is subject to limitation.


BACKUP WITHHOLDING WITH RESPECT TO CASH PAID IN LIEU OF FRACTIONAL KINROSS
COMMON SHARES

     Certain non-corporate U.S. Holders of Echo Bay common shares may be subject
to backup withholding, currently at a 30% rate, on cash payments received in
lieu of fractional Kinross common shares. Backup withholding will generally not
apply, however, to a U.S. Holder of Echo Bay common shares who:

     -  furnishes a correct taxpayer identification number and certifies that
        he, she or it is not subject to backup withholding on the substitute
        Form W-9 (or successor form) included in the letter of transmittal to be
        delivered to Echo Bay shareholders following the consummation of the
        arrangement; or

     -  is otherwise exempt from backup withholding.

TAX CONSEQUENCES OF THE ARRANGEMENT TO TVX U.S. SHAREHOLDERS

     The obligation of TVX to complete the transactions contemplated by the
combination agreement is NOT conditioned on the receipt of an opinion of U.S.
counsel that the amalgamation of TVX and the subsidiary of Kinross pursuant to
the arrangement will be treated as a tax free reorganization for U.S. Federal
income tax purposes.

     TVX has received an opinion, dated as of the date of this circular, from
Stoel Rives LLP, U.S. counsel to TVX, that the amalgamation of TVX and the
subsidiary of Kinross pursuant to the arrangement will not cause recognition of
income or gain for U.S. Federal income tax purposes by TVX or the U.S. Holders
of TVX common shares. Such opinion is based upon certain considerations,
including those described below.

     The Stoel Rives opinion as to the material U.S. Federal income tax
consequences of the arrangement to TVX and the U.S. Holders of TVX common shares
is subject to certain qualifications, assumes that the arrangement is
consummated in accordance with the terms of the combination agreement and as
described in this circular and is based upon currently applicable law and
certain factual representations made by Kinross to TVX in a representation
letter dated as of the date of this circular, which representation letter was
provided by TVX to Stoel Rives, and factual representations made by TVX in a
representation letter dated as of the date of this circular, which
representation letter was also provided by TVX to Stoel Rives LLP. Among other
things, TVX will represent that TVX is not, and has not been at any time:

     -  a "controlled foreign corporation" as defined in Section 957(a) of the
        Code;

     -  a "foreign personal holding company" as defined in Section 552 of the
        Code;

     -  a "passive foreign investment company" as defined in Section 1297 of the
        Code; or

     -  a "foreign investment company" as defined in Section 1246(b) of the
        Code.

Any change in currently applicable law, which may or may not be retroactive, or
failure of any of the factual representations or assumptions to be true, correct
and complete in all material respects, could affect the continuing validity of
the Stoel Rives tax opinion and could cause TVX and the U.S. Holders of TVX
common shares to recognize gain or loss, for U.S. Federal income tax purposes.
The conclusions reached in the Stoel Rives tax opinion are:

     -  the amalgamation of TVX and the subsidiary of Kinross pursuant to the
        arrangement will be treated as a reorganization within the meaning of
        Section 368(a) of the Code and Kinross and TVX will each be a party to
        that reorganization within the meaning of Section 368(b) of the Code;

                                       S-60



     -  no gain or loss will be recognized by a U.S. Holder of TVX common shares
        on the exchange of such shares for Kinross common shares (except as
        discussed below with respect to cash received in lieu of fractional
        Kinross common shares or cash received by dissenting U.S. Holders) if
        the U.S. Holder is considered to own (applying certain attribution
        rules) less than 5% of the shares of Kinross, measured by either voting
        rights or value, immediately after the exchange. No gain will be
        recognized by a U.S. Holder of TVX common shares on the exchange of such
        shares for Kinross common shares if the U.S. Holder owns 5% or more
        (applying certain attribution rules) of the shares of Kinross, measured
        by either voting rights or value, immediately after the exchange,
        provided such shareholder enters into a gain recognition agreement with
        the IRS as required under Section 367 of the Code and the Treasury
        Regulations promulgated thereunder. We urge each U.S. Holder of TVX
        common shares to consult its own U.S. tax advisor regarding the U.S.
        Federal income tax consequences of filing a gain recognition agreement
        with the IRS and the filing requirements thereto. Each such U.S. Holder
        may also have to comply with certain reporting requirements under
        Section 367 and the Treasury Regulations thereunder. Likewise, we urge
        each such U.S. Holder to consult its own U.S. tax advisor regarding such
        reporting requirements;


     -  to the extent gain is not recognized by a U.S. Holder, the aggregate
        adjusted tax basis of the Kinross common shares received by the U.S.
        Holder of TVX common shares will be the same as the aggregate adjusted
        tax basis of such U.S. Holder's TVX common shares exchanged therefor;

     -  to the extent gain is not recognized by a U.S. Holder, the holding
        period of Kinross common shares received in the arrangement by the U.S.
        Holder will include the holding period of such holder's TVX common
        shares exchanged therefor; and

     -  TVX will not recognize any gain or loss as a result of the arrangement.

     A U.S. Holder of TVX common shares who receives cash instead of a
fractional Kinross common share will generally recognize capital gain or loss
for U.S. Federal income tax purposes based on the difference between the amount
of the cash received instead of a fractional share and the U.S. Holder's tax
basis in such fractional share.

     A U.S. Holder of TVX common shares who dissents to the amalgamation will
generally recognize capital gain or loss for U.S. Federal income tax purposes in
an aggregate amount equal to the difference between the amount of cash received
and the shareholder's tax basis in the dissenting shares.


     Capital gain or loss will constitute long-term capital gain or loss if the
U.S. Holder's holding period is greater than one year as of the date of the
consummation of the arrangement. For non-corporate U.S. Holders, long-term
capital gain generally will be taxed at a maximum U.S. Federal income tax rate
of 20%. The deductibility of capital losses is subject to limitations.



     Under the combination agreement, Kinross has covenanted and agreed to
execute a customary letter of representation, dated as of the date of this
circular, which representation letter may be provided by TVX to TVX's U.S.
counsel in connection with a tax opinion to be delivered on the date of this
circular. TVX is not obligated under the combination agreement, but nevertheless
intends, to provide a customary letter of representation on the date of this
circular. In addition the amalgamation of TVX and the subsidiary of Kinross
pursuant to the arrangement is not conditioned on the receipt of a tax opinion
from TVX's U.S. counsel. TVX does not anticipate seeking a tax opinion of U.S.
counsel on the effective date of the arrangement.



     If the amalgamation of TVX and the subsidiary of Kinross pursuant to the
arrangement did not qualify as a reorganization within the meaning of Section
368(a) of the Code, both the U.S. Holders of TVX common shares and TVX may
recognize gain or loss, for U.S. Federal income tax purposes. If the
amalgamation does not qualify as a reorganization, each U.S. Holder of TVX
common shares would recognize capital gain or loss for U.S. Federal income tax
purposes equal to the difference between such holder's tax basis in the shares
and the fair market value of the Kinross common shares and any cash
consideration received (including cash in lieu of fractional Kinross common
shares and cash received by a dissenting U.S. Holder). In addition, such capital
gain or loss would constitute long-term capital gain or loss if the U.S.
Holder's holding period is greater than one year as of the date of the
consummation of the arrangement. For non-corporate U.S. Holders, long-term
capital gain generally would be taxed at a maximum U.S. Federal income tax rate
of 20%. The deductibility of capital losses is subject to limitation.


                                       S-61


BACKUP WITHHOLDING WITH RESPECT TO CASH PAID IN LIEU OF FRACTIONAL KINROSS
COMMON SHARES

     Certain non-corporate U.S. Holders of TVX common shares may be subject to
backup withholding, currently at a 30% rate, on cash payments received in lieu
of fractional Kinross common shares. Backup withholding generally will not
apply, however, to a U.S. Holder of TVX common shares who:

     -  furnishes a correct taxpayer identification number and certifies that
        he, she or it is not subject to backup withholding on the substitute
        Form W-9 (or successor form) included in the letter of transmittal to be
        delivered to the holders of TVX common shares following the consummation
        of the arrangement; or

     -  is otherwise exempt from backup withholding.

TAX CONSEQUENCES OF OWNING AND DISPOSING OF KINROSS COMMON SHARES

     The following discussion summarizes the material U.S. Federal income tax
consequences to U.S. Holders of Kinross common shares arising from the ownership
and disposition of Kinross common shares.

TAXATION OF DIVIDENDS ON COMMON SHARES

     Subject to the discussion under "Other Considerations" below, the gross
amount of a distribution of cash or property (including any amounts withheld in
respect of Canadian withholding tax, but not including certain distributions of
shares distributed pro rata to all shareholders of Kinross) with respect to the
Kinross common shares will be includable in income by a U.S. Holder of Kinross
common shares as a taxable dividend to the extent of Kinross' current or
accumulated earnings and profits, computed in accordance with U.S. Federal
income tax principles. A dividend distribution will be included in gross income
when received by (or otherwise made available to) a U.S. Holder of Kinross
common shares, and will be characterized as ordinary income for U.S. Federal
income tax purposes. Distributions in excess of Kinross' current and accumulated
earnings and profits will be applied against and will reduce the U.S. Holder's
tax basis in the Kinross common shares and, to the extent in excess of such tax
basis, will be treated as gain from a sale or exchange of such common shares.
U.S. corporate holders of Kinross common shares will not be allowed a deduction
for dividends received in respect of distributions on the common shares. The
amount includable in the U.S. Holder's income will be the U.S. dollar value, on
the date of receipt of the foreign currency distributed, regardless of whether
the payment is actually converted into U.S. dollars. Any gain or loss resulting
from foreign currency exchange rate fluctuations during the period from the date
the dividend is included in a U.S. Holder's income to the date the foreign
currency is converted into U.S. dollars will generally be treated as ordinary
income or loss.


     A dividend distribution will be treated as foreign source income and
generally will be classified as "passive income" or "financial services income"
for U.S. foreign tax credit purposes. If Canadian withholding taxes are imposed
with respect to such dividend, the U.S. Holder of Kinross common shares will be
treated as having actually received the amount of such taxes and as having paid
such amount to the Canadian taxing authorities. As a result, the amount of
dividend income included in the U.S. Holder's gross income will be greater than
the amount of cash actually received with respect to such dividend income. A
U.S. Holder of Kinross common shares may be able, subject to certain generally
applicable limitations, to claim a foreign tax credit or a deduction for any
Canadian withholding taxes imposed on dividend payments. Special rules apply to
certain individuals whose foreign source income during a taxable year consists
entirely of "qualified passive income" and whose creditable foreign taxes paid
or secured during the taxable year do not exceed $300 ($700 in the case of a
joint return). The rules relating to the determination of the U.S. foreign tax
credit are complex, and the calculation of U.S. foreign tax credits and, in the
case of a U.S. Holder of Kinross common shares that elects to deduct foreign
taxes, the availability of deductions, involve the application of rules that
depend on a U.S. Holder's particular circumstances. We urge U.S. Holders of
Kinross common shares to consult their own tax advisors regarding the
application of the U.S. foreign tax credit rules to dividend income on the
Kinross common shares.


TAXATION ON SALE OR EXCHANGE OF COMMON SHARES

     Upon the sale, redemption or other disposition of a common share, a U.S.
Holder generally will recognize gain or loss equal to the difference between the
amount realized and his or her adjusted tax basis in the common shares.
Generally the U.S. dollar value of the amount realized by a U.S. Holder of
Kinross common shares that:

     -  receives foreign currency on the sale or other disposition of a common
        share; and

     -  is a cash basis taxpayer or an accrual basis taxpayer that so elects,

                                       S-62


will be determined by translating the foreign currency received at the spot rate
of exchange on the settlement date of the sale or other disposition (or in the
case of a non-electing accrual basis U.S. Holder, the spot rate of the foreign
currency on the date of the sale or other dispositions).


     Except as provided under "Other Considerations" below, gain or loss
recognized on the sale or other disposition of a Kinross common share will be
capital gain or loss. Net capital gains derived with respect to capital assets
held for more than one year are eligible for reduced rates of taxation. Certain
limitations exist on the deductibility of capital losses by both corporations
and individual taxpayers. Any tax imposed by Canada directly on the gain from
such a sale should be eligible for the U.S. foreign tax credit; however, because
the gain generally will be U.S.-source gain, a U.S. Holder of Kinross common
shares might not be able to use the credit otherwise available. Any loss
recognized generally will be allocated to reduce U.S.-source income. We urge
U.S. Holders of Kinross common shares to consult their own tax advisors
regarding the foreign tax credit implications of the sale, redemption or other
disposition of common shares.


U.S. INFORMATION REPORTING AND BACKUP WITHHOLDING


     Payments of dividends on and proceeds from the sale or other disposition of
the Kinross common shares may be subject to information reporting to the IRS and
backup withholding at a current rate of 30% on the gross proceeds received.
Backup withholding will not apply to a holder who furnishes a correct taxpayer
identification number or certificate of foreign status and makes any other
required certification, or who is otherwise exempt from backup withholding. U.S.
persons who are required to establish their exempt status generally must provide
IRS Form W-9 (Request for Taxpayer Identification Number and Certification). We
urge persons in doubt as to the necessity of furnishing this form to consult
their own tax advisors. Non-U.S. Holders of Kinross common shares generally will
not be subject to U.S. information reporting or backup withholding. However,
such non-U.S. Holders may be required to provide certification of non-U.S.
status (generally on IRS Form W-8BEN) in connection with payments received in
the United States or through certain U.S. related financial intermediaries.


     Amounts withheld as backup withholding may be credited against a holder's
U.S. Federal income tax liability. A holder may obtain a refund of any excess
amounts withheld under the backup withholding rules by filing the appropriate
claim for refund with the IRS and furnishing any required information.

OTHER CONSIDERATIONS

     Kinross believes that it has not been and does not expect to become a
"foreign personal holding company" (a "FPHC") or a "controlled foreign
corporation" (a "CFC"). If more than 50% of the voting power or value of Kinross
stock were owned (actually or constructively) by U.S. Holders who each owned
(actually or constructively) 10% or more of the voting power of Kinross stock
("10% Shareholders"), then Kinross would become a CFC and each 10% Shareholder
would be required to include in its taxable income as a constructive dividend an
amount equal to its share of certain undistributed income of Kinross. If more
than 50% of the voting power or value of Kinross stock were owned (actually or
constructively) by five or fewer individuals who are citizens or residents of
the United States and 60% or more of Kinross' income consisted of certain
interest, dividend or other enumerated types of income, Kinross would be a FPHC.
If Kinross were a FPHC, then each U.S. Holder (regardless of the amount of
Kinross stock owned by such U.S. Holder) would be required to include in its
taxable income as a constructive dividend its share of Kinross' undistributed
income of special types.

     If 75% or more of Kinross' annual gross income has ever consisted of, or
ever consists of, "passive" income or if 50% or more of the average value of
Kinross' assets in any year has ever consisted of, or ever consists of, assets
that produce, or are held for the production of, such "passive" income, then
Kinross would be or would become a "passive foreign investment company" (a
"PFIC"). Kinross does not expect be a PFIC for the 2002 year and does not expect
to become a PFIC. However, the application of the PFIC provisions of the Code to
mining companies is somewhat unclear. Therefore, no assurance can be made
regarding the PFIC status of Kinross.

     If Kinross were to be a PFIC, then a U.S. Holder would be required to pay
an interest charge together with tax calculated at maximum tax rates on certain
"excess distributions" (defined to include gain on the sale of stock) unless
such U.S. Holder made an election either to include in his or her taxable income
certain undistributed amounts of Kinross' income or mark to market his or her
Kinross common shares at the end of each taxable year as set forth in Section
1296 of the Code.

                                       S-63


     U.S. HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON SHARES ARE URGED TO
CONSULT THEIR OWN TAX ADVISORS REGARDING THE POTENTIAL APPLICATION OF THE RULES
DESCRIBED ABOVE TO THEIR PARTICULAR TAX SITUATIONS.

                  KINROSS AFTER COMPLETION OF THE COMBINATION

GENERAL

     After completion of the combination, the business and operations of TVX and
Echo Bay will be managed and operated as subsidiaries of Kinross. Kinross
expects that the business operations of Kinross, TVX and Echo Bay will be
consolidated and the principal executive office of the combined company will be
located at Suite 5200, Scotia Plaza, 40 King Street West, Toronto, Ontario,
Canada, M5H 3Y2 (telephone number 416-365-5123).

     Following the completion of the combination, Kinross' annual gold
production is expected to be approximately two million ounces at total cash
costs of less than $200 per ounce. This production rate will be supported by
proven and probable reserves containing 17.9 million ounces of gold and 52.6
million ounces of silver. Although global in reach, Kinross will have
approximately 65% of its annual production and approximately 50% of its reserves
based in the United States and Canada. Kinross will be the seventh largest
primary gold producer in the world and the only senior North American based
primary gold producer with less than 5% of its reserves hedged. Kinross will
operate and maintain joint venture interests in 13 gold mines and one base metal
mine located on five continents, including seven underground mines, five open
pit mines and two operations expected to include both open pit and underground
mines.

CHIEF EXECUTIVE OFFICER


     Mr. Robert M. Buchan, who is currently President and Chief Executive
Officer of Kinross, will continue to be Chief Executive Officer of Kinross
following the effective date of the combination.


DIRECTORS

     Following completion of the combination, the Kinross board will consist of
ten directors as set forth below.


     ROBERT M. BUCHAN, age 54, has been the President and Chief Executive
Officer of Kinross, since July 2002, prior to which he was Chairman and Chief
Executive Officer since May 1993 and has been a director of Kinross since May
31, 1993. Prior to that date he was the Vice Chairman of Dundee Bancorp. Inc.,
an investment management company. Mr. Buchan is a director of E-Crete Products,
Inc., an affiliate of Kinross, Pacific Rim Mining Corporation, an affiliate of
Kinross, and Wellcome Opportunities Ltd. Mr. Buchan resides in Toronto, Ontario.



     JOHN A. BROUGH, age 55, has been President of Torwest Inc. since February
1998, prior to which he was Executive Vice President and Chief Financial Officer
of iStar Internet Inc. Prior to 1996 Mr. Brough was Senior Vice President and
Chief Financial Officer of Markbrough Properties Inc. Mr. Brough has been a
director of Kinross since January 1994. Mr. Brough is a director of Torwest Inc.
and Windsor Properties Inc. Mr. Brough resides in Vero Beach, Florida.


     HARRY S. CAMPBELL, Q.C., age 53, is the Managing Partner of the law firm of
Burnet, Duckworth & Palmer, LLP, Calgary, Alberta. Mr. Campbell has been a
director of TVX since June 2001. Mr. Campbell resides in Calgary, Alberta.

     ARTHUR H. DITTO, age 60, has been Vice Chairman of Kinross since April
2002. Prior to that, Mr. Ditto was the President and Chief Operating Officer of
Kinross since May 1993. Prior to that date, Mr. Ditto was the President and
Chief Executive Officer of Plexus Resources Corporation. Mr. Ditto is also a
director of E-Crete Products, Inc. an affiliate of Kinross, and Montana Tech
Foundation. Mr. Ditton has been a director of Kinross since May 31, 1993. Mr.
Ditto resides in Aurora, Ontario.

     DAVID HARQUAIL, age 45, has been President and Managing Director of Newmont
Capital Limited since May 15, 2002. Prior to that date, Mr. Harquail was the
Senior Vice President of Newmont Mining Corporation of Canada Limited (formerly
Franco-Nevada Mining Corporation Limited).

     JOHN M. H. HUXLEY, age 56, has been a principal of Algonquin Power
Corporation Inc. since June 1998. Prior to that, Mr. Huxley was the President
and Chief Executive Officer of Algonquin Power Corporation Inc. since January
1990. Mr. Huxley has been a director of Kinross since May 1993. Mr. Huxley is a
director of Algonquin Power Income Fund and resides in Toronto, Ontario.

     ROBERT L. LECLERC, age 58, has been Chairman and Chief Executive Officer of
Echo Bay since April 1997, and was Chairman of Echo Bay from May 1996 to April
1997. Mr. Leclerc is a director of Minefinders Corporation Ltd. and resides in
Highlands Ranch, Colorado.

                                       S-64


     GEORGE F. MICHALS, age 67, has been Chairman of TVX since July 12, 2001. He
is President of Baymont Capital Resources Inc. and resides in Orangeville,
Ontario.

     CAMERON A. MINGAY, age 50, is a partner of the law firm of Cassels Brock &
Blackwell LLP. Prior to June 1999 Mr. Mingay was a partner of Smith Lyons LLP.
Mr. Mingay is also a director and Corporate Secretary of Waverider
Communications Inc. Mr. Mingay resides in Toronto, Ontario.

     JOHN E. OLIVER, age 52, has been Executive Managing Director and Co-Head of
Scotia Capital U.S. since October 1999. Prior to that, Mr. Oliver was Senior
Vice President, Corporate and Real Estate Banking of Bank of Nova Scotia, since
May 1997 and was Senior Vice President, Real Estate Banking of Bank of Nova
Scotia from March 1987. Mr. Oliver has been a director of Kinross since March
1995. Mr. Oliver resides in San Francisco, California.

OWNERSHIP OF KINROSS AFTER THE COMBINATION

     Following the combination, Echo Bay and the corporation formed on the
amalgamation of TVX and 4082389 Canada Inc., the newly-formed wholly-owned
subsidiary of Kinross, will be wholly-owned subsidiaries of Kinross, and
Kinross' current shareholders will hold approximately 40% of Kinross'
outstanding common shares, the current shareholders of TVX (excluding Newmont)
will hold approximately 31%, Newmont will own approximately 15% and the current
shareholders of Echo Bay (excluding Newmont and Kinross) will hold approximately
14% of Kinross' outstanding common shares.


     In particular, based on the number of common shares of each of Kinross, TVX
and Echo Bay outstanding at June 30, 2002, Kinross will have a total of
296,703,265 common shares outstanding after the completion of the arrangement
and the consolidation of the Kinross common shares on a one for three basis, and
will be held as follows:




                                                                                CONSOLIDATED
                                                                    KINROSS       KINROSS      PERCENTAGE
                                        PRIOR TO THE   EXCHANGE     COMMON         COMMON      OWNERSHIP
                                        ARRANGEMENT     RATIO       SHARES       SHARES 1:3    OF KINROSS
                                        ------------   --------   -----------   ------------   ----------
                                                                                
Kinross -- current shareholders.......  358,343,564       N/A     358,343,564   119,447,855       40.26
TVX -- current shareholders (excluding
  Newmont)............................   42,722,188       6.5     277,694,222    92,564,741       31.20
Echo Bay -- current shareholders
  (excluding Newmont and Kinross).....  239,147,551      0.52     124,356,727    41,452,242       13.97
  Newmont -- current TVX ownership
     interest.........................      356,665       6.5       2,318,323       772,774        0.26
  Newmont -- current Echo Bay
     ownership interest...............  244,994,150      0.52     127,396,958    42,465,653       14.31
Newmont -- total......................           --        --     129,715,281    43,238,427       14.57
                                                                  -----------   -----------      ------
Total pro forma ownership.............                            890,109,794   296,703,265      100.00
                                                                  ===========   ===========      ======


CAPITAL STRUCTURE

     The authorized capital of Kinross following the combination will consist of
an unlimited number of common shares and 384,613 Kinross preferred shares. In
addition, Kinross issued $200 million aggregate principal amount of 5.5%
convertible subordinated unsecured debentures in 1996 which remain outstanding
and its subsidiary, Kinam Gold Inc., has outstanding a class of preferred shares
which are convertible into Kinross common shares.

COMMON SHARES

     There are no limitations contained in the articles or bylaws of Kinross on
the ability of a person who is not a Canadian resident to hold Kinross common
shares or exercise the voting rights associated with Kinross common shares.

     Dividends.  Holders of Kinross common shares are entitled to receive
dividends when, as and if declared by the board of directors of Kinross out of
funds legally available therefor, provided that if any Kinross preferred shares
or any other preferred shares are at the time outstanding, the payment of
dividends on common shares or other distributions (including repurchases of
common shares by Kinross) will be subject to the declaration and payment of all
cumulative dividends on outstanding Kinross preferred shares and any other
preferred shares which are then

                                       S-65


outstanding. The OBCA provides that a corporation may not declare or pay a
dividend if there are reasonable grounds for believing that the corporation is,
or would after the payment of the dividend, be unable to pay its liabilities as
they fall due or the realizable value of its assets would thereby be less than
the aggregate of its liabilities and stated capital of all classes of shares of
its capital.

     Liquidation.  In the event of the dissolution, liquidation or winding up of
Kinross, holders of common shares are entitled to share rateably in any assets
remaining after the satisfaction in full of the prior rights of creditors,
including holders of Kinross' indebtedness, and the payment of the aggregate
liquidation preference of the Kinross preferred shares, and any other preferred
shares then outstanding.

     Voting.  Holders of Kinross common shares are entitled to one vote for each
share on all matters voted on by shareholders, including the election of
directors.

KINROSS PREFERRED SHARES

     Dividends.  Holders of Kinross preferred shares are entitled to receive
fixed cumulative preferential cash dividends as and when declared by the board
of directors of Kinross at an annual rate of Cdn.$0.80 per share payable in
equal quarterly instalments on the first day of January, April, July and October
in each year.

     Conversion.  Holders of Kinross preferred shares are entitled at any time
to convert all or any part of the Kinross preferred shares into common shares on
the basis of 8.2555 Kinross common shares (or 2.752 Kinross common shares after
giving effect to the proposed one for three Kinross share consolidation) for
each Kinross preferred share so converted, subject to usual anti-dilution
adjustments.

     Redemption; Put Right.  Kinross may at any time redeem all or any part of
the Kinross preferred shares at a price of Cdn.$10 per share, together with an
amount equal to all dividends accrued and unpaid thereon, whether or not
declared, to and including the date of redemption (collectively the "Redemption
Price"). The holders of Kinross preferred shares are entitled to require Kinross
to redeem all or any part of their Kinross preferred shares at a price equal to
the Redemption Price.

     Other Payments.  So long as any Kinross preferred shares are outstanding,
Kinross is not permitted, without the approval of the holders of the Kinross
preferred shares, to declare or pay dividends on, or redeem, purchase for
cancellation or otherwise retire shares of Kinross ranking junior to the Kinross
preferred shares unless all dividends on the Kinross preferred shares have been
paid and, after giving effect to such payment, Kinross would still be in a legal
position to redeem all of the Kinross preferred shares then outstanding prior to
any payment being made to any security ranking junior to the Kinross preferred
shares.

     Voting Rights.  The holders of Kinross preferred shares are not entitled
(except as required by law) to receive notice of or to attend or vote at any
meeting of shareholders of Kinross.

     Liquidation Preference.  In the event of the liquidation, dissolution or
winding-up of Kinross, holders of Kinross preferred shares will have preference
over holders of Kinross common shares and will be entitled to receive an amount
equal to the Redemption Price for each Kinross preferred share held by them.

CONVERTIBLE DEBENTURES

     The 5.5% convertible subordinated unsecured debentures of Kinross were
issued pursuant to an indenture dated December 5, 1996 made between Kinross and
Montreal Trust Company of Canada (now Computershare Trust Company of Canada) as
trustee. At the holder's option, the Kinross debentures are convertible into
Kinross common shares at a conversion price of Cdn.$13.35 per share, being a
rate of 74.906 common shares per Cdn.$1,000 principal amount of Kinross
debentures (or 24.969 Kinross common shares after giving effect to the proposed
one for three Kinross share consolidation). The Kinross debentures are
redeemable at any time at par plus accrued and unpaid interest. Kinross may, at
its option, elect to satisfy its obligation to pay the principal amount of the
Kinross debentures upon redemption or at maturity by issuing and delivering to
the holders, for each Cdn.$1,000 principal amount of debentures, the greater of:

     -  that number of common shares obtained by dividing such aggregate
        principal amount by 95% of the weighted average trading price of the
        common shares on the Toronto Stock Exchange for the 20 consecutive
        trading days ending on the fifth trading day prior to the date that on
        which notice of such election is first given; and

                                       S-66


     -  that number of common shares obtained by dividing such aggregate
        principal amount by 95% of the weighted average trading price of the
        common shares on the Toronto Stock Exchange for the 20 consecutive
        trading days ending on the fifth trading day prior to the redemption
        date or the maturity date, as the case may be.

KINAM CONVERTIBLE PREFERRED SHARES

     The convertible preferred shares of Kinam Gold Inc. comprise 1,840,000
shares of $3.75 Series B convertible preferred stock. A summary of the terms and
provisions of the Kinam preferred shares is set forth below. A subsidiary of
Kinross has acquired 1,580,662 of the issued and outstanding Kinam preferred
shares, representing approximately 87.2% of the outstanding number of such
shares.

     Dividends.  Annual cumulative dividends of $3.75 per Kinam preferred share
are payable quarterly on each February 15, May 15, August 15 and November 15, as
and if declared by Kinam's board of directors. No dividends were paid on the
Kinam preferred shares during 2001. Due to low gold prices and reduced cash flow
from Kinam operations, dividend payments on these shares were suspended in
August 2000 and continue to remain suspended.

     Conversion.  The Kinam preferred shares are convertible into Kinross common
shares at a conversion price of $10.3073 per share (equivalent to a conversion
rate of 4.8512 Kinross common shares (or 1.617 Kinross common shares after
giving effect to the proposed one for three Kinross share consolidation) for
each preferred share), subject to adjustment in certain events.

     Redemption.  The Kinam preferred shares are redeemable at the option of
Kinross at any time on or after August 15, 1997, in whole or in part, for cash
initially at a redemption price of $52.625 per share declining rateably annually
to $50.00 per share on or after August 15, 2004, plus accrued and unpaid
dividends.

     Voting Rights.  The holders of Kinam preferred shares are not entitled to
receive notice of or to attend or vote at any meeting of shareholders of
Kinross. The holders of Kinam preferred shares are entitled to one vote per
share at meetings of the shareholders of Kinam Gold Inc.

SHAREHOLDER RIGHTS PLAN

     Kinross adopted a shareholder rights plan, effective as of November 3,
2000. The purpose of the plan is to provide the board of directors of Kinross
with sufficient time to explore and develop initiatives for increasing
shareholder value if a takeover bid is made for Kinross. Under the plan, one
right is attached to each Kinross common share. Each right permits the holder to
acquire common shares at a substantial discount to the market price. The rights
become separable from the common shares and exercisable only in specified
circumstances. In connection with the arrangement, Kinross will ask the Kinross
shareholders to terminate the plan. The termination of the plan is necessary to
ensure that Canadian holders of TVX common shares and Echo Bay common shares are
able to receive tax-deferred "roll-over" and adjusted cost base flow-through
treatment in connection with the arrangement.

                                       S-67


RESERVES


     The following table sets forth the ownership share of the proven and
probable reserves of each of Kinross, TVX, Echo Bay and Newmont's interest in
the TVX Newmont Americas joint venture as at December 31, 2001, and on a
combined basis. The mineral reserves presented herein comply with the reserves
categories of Industry Guide 7 applied in the United States by the Securities
and Exchange Commission, which are set out below.



     An "Ore Reserve" or "Mineral Reserve" is the economically mineable part of
a measured or indicated resource demonstrated by at least a preliminary
feasibility study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified. An ore
reserve or mineral reserve gives effect to diluting materials and allowances for
losses that may occur when the material is mined but does not reflect any
subsequent losses in leaching or milling. Mineral reserves are further divided
into proven and probable mineral reserves.



     A "Proven Mineral Reserve" comprises the economically mineable part of a
measured mineral resource where there is the highest degree of confidence in the
estimate. It is restricted to that part of the deposit where production planning
is taking place and for which any variation in the estimate would not
significantly affect potential economic viability.



     A "Probable Mineral Reserve" is the economically mineable part of an
indicated, and in some cases a measured mineral resource where there is a lesser
degree of confidence in the estimate. The underlying preliminary feasibility
study must address whether economic extraction can be justified.



     In addition, the proven mineral reserves and probable mineral reserves
categories used herein comply with the proven mineral reserves and probable
mineral reserves categories adopted by the Canadian Institute of Mining,
Metallurgy and Petroleum which are incorporated by reference in National
Instrument 43-101, which has been adopted by provincial securities regulatory
authorities in Canada.




                                                                   GOLD    SILVER
                                                                  GRADE    GRADE      CONTAINED        CONTAINED
                                       MINE                       GRAMS/   GRAMS/       OUNCES           OUNCES
MINE(1)                              OWNERSHIP       TONNES       TONNE    TONNE         GOLD            SILVER
-------                              ---------   --------------   ------   ------   --------------   --------------
                                        (%)      (in thousands)                     (in thousands)   (in thousands)
                                                                                   
KINROSS(2)
Hoyle Pond(3)......................     100             921       13.74       --           407               --
Pamour(3)(4).......................     100          14,167        1.65       --           753               --
Fort Knox(6).......................     100         103,922        0.92       --         3,083               --
Kubaka(6)..........................    54.7             857       12.70    18.15           350              500
Denton-Rawhide.....................    15.7           1,315        0.78    11.35            33              480
Blanket(7).........................     100           3,520        2.91       --           329               --
Refugio............................      50          23,555        0.93       --           706               --
                                                                                        ------           ------
  SUBTOTAL.........................                                                      5,661              980
TVX(2)
La Coipa...........................      25          10,440        1.19     56.9           399           19,106
Crixas(8)..........................      25           1,059        7.33       --           250               --
Brasilia...........................    24.5          90,601        0.43       --         1,246               --
New Britannia......................      25             573        4.86       --            89               --
Musselwhite........................      16           2,058        5.53       --           366               --
Skouries(4)(9)(10).................     100(11)     129,548        0.89       --         3,715               --
Stratoni(10)(12)...................     100(11)       2,085          --    200.1            --           13,413
                                                                                        ------           ------
  SUBTOTAL.........................                                                      6,065           32,519
ECHO BAY(2)(13)
Round Mountain.....................      50         107,492        0.65       --         2,244               --
Lupin..............................     100           1,240        8.78       --           350               --
Kettle River.......................     100             117        6.65       --            25               --
Aquarius Project(5)................     100          15,900        2.33       --         1,189               --
                                                                                        ------           ------
  SUBTOTAL.........................                                                      3,808               --


                                       S-68




                                                                   GOLD    SILVER
                                                                  GRADE    GRADE      CONTAINED        CONTAINED
                                       MINE                       GRAMS/   GRAMS/       OUNCES           OUNCES
MINE(1)                              OWNERSHIP       TONNES       TONNE    TONNE         GOLD            SILVER
-------                              ---------   --------------   ------   ------   --------------   --------------
                                        (%)      (in thousands)                     (in thousands)   (in thousands)
                                                                                   
NEWMONT INTEREST(2)
La Coipa...........................      25          10,440        1.19     56.9           399           19,106
Brasilia...........................    24.5          90,601        0.43       --         1,246               --
Crixas(8)..........................      25           1,059        7.33       --           250               --
Musselwhite........................      16           2,058        5.53       --           366               --
New Britannia......................      25             573        4.86       --            89               --
                                                                                        ------           ------
  SUBTOTAL.........................                                                      2,350           19,106
                                                                                        ------           ------
COMBINED PROVEN AND PROBABLE
  RESERVES.........................                                                     17,884           52,605
                                                                                        ======           ======


---------------

Notes:

(1) The above reserve table has been prepared based on the more detailed reserve
    information contained in Schedules A, B and C to this circular and the
    Renewal Annual Information Form of Kinross dated May 9, 2002, the Renewal
    Annual Information Form of TVX dated April 11, 2002 (which includes reserve
    information for the Newmont interest) and the Annual Report on Form 10-K of
    Echo Bay dated April 1, 2002, and is subject to the qualifications and
    footnotes expressed therein. National Instrument 43-101 requires that each
    category of proven and probable reserves be reported separately. For the
    detailed information concerning the reserves of each of Kinross, TVX
    (including the Newmont interest) and Echo Bay, reported by proven reserve
    and probable reserve categories separately, readers should review the
    reserve tables contained in Schedules A, B and C to this circular and the
    Kinross Renewal Annual Information Form, the TVX Renewal Annual Information
    Form and the Echo Bay Annual Report on Form 10-K.

(2) The respective reserves of Kinross and Echo Bay are calculated using a gold
    price of $300 per ounce for all mines. Silver reserves are calculated using
    a silver per ounce price of $5.00 for Kinross.

    The respective reserves of TVX and Newmont's interest in the TVX Newmont
    Americas joint venture were estimated as at December 31, 2001 using cut-off
    grades as determined from the following average long-term metal price
    assumptions:



                                                                             2001 METAL PRICE ASSUMPTIONS
                                                                  --------------------------------------------------
                                                                     GOLD       SILVER   ZINC      LEAD       COPPER
                                                                  -----------   ------   ----   -----------   ------
                                                                     ($ per ounce)              ($ per pound)
                                                                                               
    MINES
    La Coipa....................................................      265        4.65     --         --          --
    Crixas......................................................      300          --     --         --          --
    Brasilia....................................................      300          --     --         --          --
    New Britannia...............................................      300          --     --         --          --
    Musselwhite.................................................      275          --     --         --          --
    Stratoni....................................................       --        4.25    0.37      0.23          --
                                                                      ---        ----    ----      ----        ----
    PROJECTS
    Skouries....................................................      300          --     --         --        0.80
                                                                      ---        ----    ----      ----        ----


    Gold and silver prices used for estimated reserve cut-off values at the
    operations vary depending upon the estimates made by the mine operators.
    Variations in base metal and silver prices used for determining cut-off
    values are dependent upon the operational status of the site.

(3) The above table does not take into account changes to reserve data that will
    result from the joint venture formed by Kinross and Placer Dome (CLA)
    Limited on July 1, 2002 pursuant to which Placer's Dome mine and Kinross'
    Hoyle Pond mine and mill, Pamour and Nighthawk Lake mines and the Bell Creek
    mill were integrated into a joint venture to be managed by Placer or a
    Placer affiliate. Kinross and Placer hold a 49% and a 51% participating
    interest in the joint venture respectively.

(4) Development project. While Pamour and Skouries have final feasibility
    studies, Pamour is subject to permitting from Canadian authorities and
    Skouries is subject to permitting from the Greek authorities. There can be
    no assurance that such permits will be obtained.

(5) Development project.

(6) Including stockpile and mill feed that will be stockpiled for future use.

(7) Blanket underground mine and Vubachikwe tailings.

(8) TVX maintains a 50% legal interest, of which Newmont holds a 25% economic
    interest.

(9) Skouries contains proven and probable reserves of copper of 725,000 tonnes
    (0.56% grade), subject to permitting.

                                       S-69


(10) A local action group has filed a Petition of Annulment against the Greek
     Government to have the Stratoni mine permit annulled. In light of this
     proceeding and previous legal challenges in Greece relating to TVX's
     Olympias project, TVX assesses, on an ongoing basis, the merits of
     continuing to operate in Greece.

(11) Subject to a 12% carried interest and a right to acquire a 12%
     participating interest in favour of certain third parties. For a more
     detailed description of these interests, please see Schedule B to this
     circular under the heading entitled "Legal Proceedings -- The Hellenic Gold
     Properties Litigation".

(12) In addition, Stratoni contains proven and probable reserves of zinc and
     lead of 227,000 tonnes (10.9% grade) and 165,000 tonnes (7.9% grade),
     respectively.

(13) Excludes the McCoy/Cove mine which is to be sold to Newmont pursuant to an
     agreement dated June 9, 2002, the completion of which is contingent upon
     the completion of the combination. At March 31, 2002, mining and processing
     activities were completed at this mine. Reclamation activities, which were
     initiated in 2000, are now fully underway.

SUMMARY OPERATING INFORMATION

     The following table sets forth certain information relating to the
production of gold and silver by Kinross, TVX, Echo Bay and Newmont's interest
in the TVX Newmont Americas joint venture, and their pro forma production of
gold and silver for the years indicated. "Average total cash costs" is furnished
to provide additional information and is not a calculation prepared in
accordance with generally accepted accounting principles. It should not be
considered in isolation as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles and is not necessarily
indicative of operating profit or cash flow from operations as determined under
generally accepted accounting principles. The data included in the table was
derived from Schedules A, B and C to this circular. "Average total cash costs"
figures are calculated in accordance with the "The Gold Institute Production
Cost Standard". The Gold Institute is a worldwide association of suppliers of
gold and gold products and includes leading North American gold producers. The
association members adopted the Standard in 1996. Although adoption of the
Standard is voluntary and the cost measures presented below may not be
comparable to other similarly titled measures of other companies, it has been
the accepted standard of reporting cash costs of production in North America
since that time. Costs are derived from amounts included in the consolidated
statement of operations for each of the parties and include mine site operating
costs such as mining, processing, administration, royalties and production
taxes, but are exclusive of amortization, reclamation, capital, development and
exploration costs. These costs are then divided by ounces produced to arrive at
the total cash costs of production. The measure, along with production and unit
realized price of production, is considered to be a key indicator of a company's
ability to generate operating earnings and cash flow from its mining operations.



                                                                2001          2000          1999
                                                             ----------    ----------    ----------
                                                                                
KINROSS(1)
Production (ounces)
Gold.......................................................     937,852       932,423       997,958
Silver.....................................................     430,997       638,515       771,626
Total gold equivalent(2)...................................     944,803       943,798     1,012,408
Average realized price ($ per ounce)
Gold.......................................................         296           298           300
Silver.....................................................        4.37          4.95          5.22
Average total cash costs(3) ($ per gold equivalent
  ounce)...................................................         193           202           196
TVX
Production (ounces)(4)
Gold.......................................................     189,000       208,000       234,400
Silver.....................................................   3,029,900     2,773,100     8,733,500
Total gold equivalent(2)...................................     237,800       257,100       398,000
Average realized price ($ per ounce)
Gold.......................................................         306           351           393
Silver.....................................................        3.94          3.85          4.17
Average total cash costs(3) ($ per gold equivalent
  ounce)...................................................         180           178           170


                                       S-70




                                                                2001          2000          1999
                                                             ----------    ----------    ----------
                                                                                
ECHO BAY(5)
Production (ounces)
Gold.......................................................     657,784       694,663       499,836
Silver.....................................................   6,451,425    12,328,297     8,430,072
Total gold equivalent(2)...................................     762,329       915,863       657,216
Average realized price ($ per ounce)
Gold.......................................................         281           294           335
Silver.....................................................        4.77          5.21          5.22
Average total cash costs(3) ($ per gold equivalent
  ounce)...................................................         233           204           226
NEWMONT INTEREST IN TVX NEWMONT AMERICAS JOINT VENTURE(6)
Production (ounces)
Gold.......................................................     189,000       208,000        93,500
Silver.....................................................   3,029,900     2,773,100     1,551,500
Total gold equivalent(2)...................................     237,800       257,100       122,700
Average total cash costs(3) ($ per gold equivalent
  ounce)...................................................         180           178           172
PRO FORMA PRODUCTION (OUNCES)
Gold.......................................................   1,973,636     2,043,086     1,825,694
Silver.....................................................  12,942,222    18,513,012    19,486,698
Total gold equivalent(2)...................................   2,182,732     2,373,861     2,190,324
Average total cash costs(3) ($ per gold equivalent
  ounce)...................................................         204           197           199


---------------

Notes:

(1) On July 1, 2002, a joint venture was formed by Kinross and Placer Dome (CLA)
    Limited pursuant to which Placer's Dome mine and Kinross' Hoyle Pond mine
    and mill, Pamour and Nighthawk Lake mines and the Bell Creek mill were
    integrated into a joint venture to be managed by Placer or a Placer
    affiliate. Kinross and Placer hold a 49% and a 51% participating interest in
    the joint venture respectively.

(2) Total gold equivalent calculations are based on different ratios of gold and
    silver for Kinross, TVX, the Newmont interest in the TVX Newmont Americas
    joint venture and Echo Bay. For Kinross, total gold equivalent is calculated
    using the average spot market prices of gold and silver for the three
    comparative years, which were 62.00:1 in 2001, 56.33:1 in 2000 and 53.40:1
    in 1999. For TVX and the Newmont interest in the TVX Newmont Americas joint
    venture, total gold equivalent is determined by using the ratio of the spot
    gold price to the spot silver price on the day that the production is sold.
    For Echo Bay, the ratio used was an average gold to silver price ratio of
    61.7:1 in 2001, 55.7:1 in 2000 and 53.6:1 in 1999.

(3) Total cash costs directly related to the physical activities of producing
    gold, plus royalties.

(4) Includes only data for La Coipa, Crixas, Brasilia, New Britannia and
    Musselwhite. In addition, Stratoni's base metal operations commenced
    operations as a separate business unit within TVX Hellas in 2000. In 2001,
    Stratoni produced 31,700 tonnes of zinc, 26,500 tonnes of lead and 2,005,000
    ounces of silver. In 2000, Stratoni produced 16,800 tonnes of zinc, 15,600
    tonnes of lead and 985,000 ounces of silver.

(5) Includes production data for the McCoy/Cove mine which Echo Bay has agreed
    to sell to Newmont pursuant to an agreement dated June 9, 2002, the
    completion of which is contingent upon the completion of the combination. At
    March 31, 2002, mining and processing activities were completed at this
    mine. Reclamation activities, which were initiated in 2000, are now fully
    underway. For a more detailed description of the McCoy/Cove transaction,
    please see "The McCoy/Cove Transaction".

(6) The average realized prices for the Newmont interest in the TVX Newmont
    Americas joint venture were the same as the average realized prices reported
    for TVX.

BUSINESS STRATEGY

     As the seventh largest primary gold producer in the world, the combined
company's primary objective will be to operate its mines as efficiently as
possible with particular focus on superior environmental and safety performance.

     The skill sets inherent in the three companies include open pit and
underground mining operations, traditional gold milling and heap leach
processing, operating and non-operating joint venture interests and significant
operating skills in remote environments, particularly harsh winter environments.
The combined company intends to draw upon this diverse experience in the gold
sector and its global presence to pursue growth opportunities through
exploration, development and acquisitions. Kinross' new stature as a senior gold
producer should positively impact its cost of capital and access to capital
markets to finance growth opportunities. The combined company is expected to
have a strong balance sheet and strong cash flow from operating activities. As a
result of this financial strength and the improving environment for the gold
sector, Kinross will continue to deliver into its relatively small gold forward
sales

                                       S-71


and not replace these hedges. Immediately following completion of the
combination, Kinross' gold hedge book will be less than 5% of reserves. As a
result, Kinross will remain highly leveraged to changes in gold prices.


     The hedging position of Kinross, TVX and Echo Bay on a combined basis as at
June 30, 2002 is set forth in the following table:





                                     SPOT DEFERRED                 CALL                    PUT
                                        OUNCES                   OPTIONS     AVERAGE     OPTIONS     AVERAGE
                                        HEDGED        AVERAGE      SOLD      STRIKE     PURCHASED    STRIKE
EXPECTED YEAR OF DELIVERY              '000 OZ.        PRICE     '000 OZ.     PRICE     '000 OZ.      PRICE
-------------------------            -------------    -------    --------    -------    ---------    -------
                                                                                   
2002.............................        179.0        $292.0       90.0      $296.0       100.0      $280.0
2003.............................        137.5        $277.0      100.0      $320.0       150.0      $260.0
2004.............................        137.5        $277.0       50.0      $340.0       150.0      $250.0
2005.............................         37.5        $296.0         --          --       150.0      $250.0
2006.............................           --            --         --          --       150.0      $250.0
                                         -----        ------      -----      ------       -----      ------
Total............................        491.5        $284.0      240.0      $315.2       700.0      $256.0
                                         =====        ======      =====      ======       =====      ======




     As at June 30, 2002, Kinross, TVX and Echo Bay, on a combined basis, had
sold forward $38.7 million and bought Cdn.$60 million for delivery in 2002 and
2003 and had sold forward $6.0 million and bought 6.7 million Euros for delivery
in 2002.


     After the combination is completed, Kinross will have a balanced political
risk profile with approximately 65% of its almost two million ounces of annual
gold production coming from North America and, as such, Kinross will be well
positioned to pursue growth opportunities globally without significantly
altering its perceived political risk. Included in its portfolio of development
projects to source new production will be projects in Canada, Chile, Brazil and
Russia. In addition, an expected decline in production from Russia could be at
least partially offset by the potential for expanded output from operations in
Canada and Brazil that are currently under review.

     The strategy for Kinross upon completion of the combination will continue
to evolve as the operations of TVX and Echo Bay are integrated into Kinross.
During the weak gold price environment of much of the last five years all three
companies have been very focused on optimization of existing assets and reducing
debt. However, with the improved financial condition of the combined company and
the improving environment for the gold sector, Kinross believes it will be able
to return to the growth oriented and entrepreneurial driven strategies that were
the hallmark of Kinross in the mid-1990s.

CORPORATE GOVERNANCE

     During the past year, the board of directors of Kinross developed, through
its corporate governance committee, with input from the other committees,
management and legal counsel, a corporate governance regime based on the
recommendations of the Final Report of the Joint Committee on Corporate
Governance chaired by Ms. Guylaine Saucier and the Toronto Stock Exchange
Guidelines. Specifically, the board of directors adopted a charter of the board
of directors, a charter for each of the corporate governance committee, the
audit committee, the compensation committee and the environmental committee and
appointed an independent board leader who has been assigned specific
responsibilities pursuant to a role description adopted by the board of
directors. Kinross intends to keep this corporate governance regime in place
following completion of the combination.

DIVIDENDS

     Kinross has never paid a dividend on its common shares. Dividend
distributions will be considered by the board of directors of Kinross from time
to time having regard to Kinross' operating results, capital requirements and
general financial condition and requirements. For the foreseeable future, it is
anticipated that Kinross will use earnings, if any, to finance its growth and
that dividends will not be paid to shareholders, other than dividends payable
pursuant to Kinross' outstanding preferred shares which provide for fixed,
annual cumulative dividends of Cdn.$0.80 per share as and when declared by the
board of directors of Kinross.

                                       S-72


                            STOCK EXCHANGE LISTINGS


     The Kinross common shares are listed on the Toronto Stock Exchange and the
American Stock Exchange. Conditional approval has been obtained from the Toronto
Stock Exchange to list the Kinross common shares to be issued in connection with
the arrangement. In addition, application has been made to the New York Stock
Exchange to list the Kinross common shares, including the Kinross common shares
to be issued in connection with the arrangement.


     Kinross has agreed to use its best efforts to have the Kinross common
shares listed on the New York Stock Exchange. Upon completion of the
combination, and subject to the Kinross common shares being listed on the New
York Stock Exchange, the Kinross common shares will cease to be listed and
traded on the American Stock Exchange.

     Upon completion of the arrangement, the TVX common shares and the Echo Bay
common shares will each be delisted from the Toronto Stock Exchange. In
addition, the TVX common shares will be delisted from the New York Stock
Exchange and the Echo Bay common shares will be delisted from the American Stock
Exchange. Application will also be made to each of the Paris, Brussels, Swiss
and Frankfurt stock exchanges, on which Echo Bay's common shares are also
listed, to have the Echo Bay common shares delisted from those exchanges.

     Kinross intends to apply to have TVX cease to be a reporting issuer under
Canadian securities legislation. If that occurs, TVX will no longer be subject
to the financial reporting and other requirements of Canadian securities
legislation. Kinross intends to maintain Echo Bay's status as a reporting issuer
but will seek discretionary relief from Canadian securities administrators to
allow it to provide Kinross consolidated financial information and other
continuous disclosure information to the holders of the outstanding warrants to
purchase Echo Bay common shares in lieu of providing Echo Bay financial and
continuous disclosure information. In addition, Kinross will terminate the
registration of the Echo Bay common shares under the Exchange Act, including the
requirements to file annual and other periodic reports and to provide proxy and
other information statements to holders of Echo Bay common shares.

     Kinross intends to maintain the listing of the issued and outstanding
warrants to purchase Echo Bay common shares on the American Stock Exchange and
the Toronto Stock Exchange. These warrants will be exercisable for Kinross
common shares after completion of the combination.


     Kinross furnishes its disclosure documents to its United States
shareholders, including its annual report and interim reports, that meet only
the disclosure requirements of Canadian securities regulatory authorities. The
form, content and timing of reports and notices that Kinross files with the SEC
differs in several respects from the reports and notices that Echo Bay currently
files. For example, Kinross is required to file with the SEC an annual report on
Form 40-F within 140 days after the end of each fiscal year and furnish reports
on Form 6-K upon the occurrence of significant events if the events are required
to be disclosed in Canada. In addition, as a "reporting issuer" under Canadian
securities legislation, Kinross is subject to the reporting requirements of the
various securities regulatory authorities in Canada, and is required to prepare
its financial information in accordance with Canadian generally accepted
accounting principles. These accounting principles differ from U.S. generally
accepted accounting principals. Subsequent to the arrangement, Kinross intends
to make periodic filings with the SEC on the same basis.



     Additionally, as a "foreign private issuer", Kinross is exempt from some of
the requirements of the Exchange Act, including the proxy and information
provisions of Section 14 of that Act and the reporting and liability provisions
applicable to officers, directors and significant shareholders under Section 16
of that Act.


                              ACCOUNTING TREATMENT

     The combination will be accounted for by Kinross using the purchase method
of accounting whereby the TVX and Echo Bay assets acquired and liabilities
assumed will be recorded at their fair market values as of the effective date of
the combination. The excess of the purchase price over such fair value will be
recorded as goodwill. In accordance with Sections 1581 and 3062 of the Canadian
Institute of Chartered Accountants Handbook, goodwill will be assigned to
specific reporting units and will be reviewed for possible impairment at least
annually or more frequently upon the occurrence of an event or when
circumstances indicate that a reporting unit's carrying value is greater than
its fair value.

                                       S-73


                           THE MCCOY/COVE TRANSACTION

GENERAL

     Effective February 13, 2002, Echo Bay Inc., a subsidiary of Echo Bay,
entered into an agreement with Newmont providing for the sale to Newmont of the
entire McCoy/Cove complex in Nevada. The agreement was subject to the completion
of due diligence by Newmont by July 31, 2002 and called for a payment to the
seller of $6 million and the assumption by Newmont of all reclamation and
closure obligations at McCoy/Cove.


     On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company,
subsidiaries of Echo Bay, entered into a new McCoy/Cove asset purchase agreement
with Newmont USA Limited, a subsidiary of Newmont, providing for the sale of the
McCoy/Cove complex. Under the February 13, 2002 letter agreement, Newmont had no
obligation to complete the acquisition. Newmont indicated it was willing to
proceed with the acquisition of the McCoy/Cove complex only if the business
combination was completed and the cash payment was eliminated. Accordingly, a
new agreement was reached expressly containing these two conditions and
replacing the February 13, 2002 letter agreement. The closing of the transaction
pursuant to the new agreement is subject to the completion of the combination.
In consideration of the purchase of such assets, Newmont USA has agreed to
assume all liabilities and obligations relating to the reclamation or
remediation required for the McCoy/Cove complex.


REPRESENTATION AND WARRANTIES

     The McCoy/Cove agreement contains customary representations and warranties
of Newmont USA and Echo Bay including:

     -  both the buyer and the sellers are duly organized and validly existing
        and have all requisite power to execute, deliver and perform the
        McCoy/Cove agreement;

     -  the entering into of the McCoy/Cove agreement will not violate or
        conflict with the charter documents of the buyer or the sellers or any
        laws or regulations or any contract to which Echo Bay is party;

     -  the sellers have exclusive, good and marketable title to the assets to
        be sold subject only to certain specific encumbrances and restrictions;

     -  except for certain litigation specifically disclosed in the McCoy/Cove
        agreement, there is no litigation pending or threatened relating to the
        McCoy/Cove complex;

     -  the operation, ownership, use and remediation and reclamation activities
        of the McCoy/Cove complex as it currently, and as it has in the past,
        been operated, owned, used and conducted by Echo Bay do not violate any
        laws or regulations; and

     -  all transferred government permits are currently in full force and
        effect.

     The McCoy/Cove agreement provides that representations and warranties of
Newmont USA and Echo Bay survive the closing of the sale of the McCoy/Cove
complex.

COVENANTS

     The McCoy/Cove agreement provides for a number of customary covenants,
which include the obligation to terminate all of those employees involved in the
operations of the McCoy/Cove complex and to pay all compensation or benefits to
which such employees are entitled.

CONDITIONS PRECEDENT

     The McCoy/Cove agreement contains a number of customary conditions
precedent to the closing of the sale of the McCoy/Cove complex including, among
other conditions, the completion of the combination in accordance with the terms
of the combination agreement.

TERMINATION

     The McCoy/Cove agreement may be terminated:

     -  at any time, by the mutual agreement of the buyer and the sellers;

     -  by either the buyer, on the one hand, or the sellers, on the other, at
        any time, if the other is in material breach or default with respect to
        its covenants, agreements or other obligations in the agreement, or if
        their representations are not true and accurate in all material
        respects; or

                                       S-74


     -  by either the buyer, on the one hand, or the sellers, on the other, if
        the conditions to closing have not been satisfied on or before December
        31, 2002.

INDEMNITIES

     The sellers have agreed to jointly and severally indemnify Newmont USA, its
affiliates and their respective officers, directors, employees and agents from
and against any and all losses arising out of or resulting from:

     -  any untrue or inaccurate representations and warranties of Echo Bay
        under the McCoy/Cove agreement;

     -  any failure by Echo Bay to perform any of its covenants, agreements, or
        obligations under the McCoy/Cove agreement;

     -  the development, operations, closure, remediations and reclamations of
        the McCoy/Cove complex prior to closing, but excluding liabilities
        specifically assumed by Newmont USA; and

     -  all other liabilities and obligations of Echo Bay not assumed by Newmont
        USA under the McCoy/Cove agreement.

By separate guarantee, Echo Bay has guaranteed the obligations of the
subsidiaries of Echo Bay under the McCoy/Cove agreement, including their
indemnification obligations.

                         EXCHANGE OF SHARE CERTIFICATES

     As soon as practicable after the effective date of the combination, Kinross
will deposit with the depositary, Computershare Trust Company of Canada, in
trust, for the benefit of the holders of TVX common shares and Echo Bay common
shares, certificates representing the number of Kinross common shares into which
the TVX common shares and Echo Bay common shares are exchangeable pursuant to
the arrangement, together with cash in lieu of fractional Kinross common shares.
Promptly after the effective date of the combination, a letter of transmittal
will be furnished by the depositary to former holders of TVX common shares and
Echo Bay common shares for use in exchanging their certificates. Each holder of
TVX common shares or Echo Bay common shares, upon surrender to the depositary of
one or more certificates for cancellation with such letter of transmittal, will
be entitled to receive certificates representing the number of whole Kinross
common shares to be issued in respect of such shares and a cash payment in lieu
of fractional shares.

     If any cash or certificate representing Kinross common shares is to be paid
to or issued in a name other than that in which the certificate surrendered in
exchange therefor is registered, it is a condition of such exchange that the
certificate so surrendered be properly endorsed and otherwise in proper form for
transfer and that the person requesting such exchange pay to the depositary any
transfer or other taxes required by reason of the issuance of a certificate for
such Kinross common shares in a name other than that of the registered holder of
the certificate surrendered, or shall establish to the satisfaction of the
depositary that such tax has been paid or is not applicable. None of Kinross,
TVX or Echo Bay will be liable to any holder of TVX common shares or Echo Bay
common shares for Kinross common shares, or dividends or distributions with
respect thereto, delivered to a public official pursuant to any applicable
abandoned property, escheat, or similar laws.

     DETAILED INSTRUCTIONS, INCLUDING A LETTER OF TRANSMITTAL, WILL BE MAILED BY
THE DEPOSITARY TO HOLDERS OF TVX COMMON SHARES AND ECHO BAY COMMON SHARES
PROMPTLY FOLLOWING THE EFFECTIVE DATE OF THE COMBINATION AS TO THE METHOD OF
EXCHANGING CERTIFICATES FORMERLY REPRESENTING TVX COMMON SHARES OR ECHO BAY
COMMON SHARES FOR CERTIFICATES REPRESENTING KINROSS COMMON SHARES. HOLDERS OF
TVX COMMON SHARES AND ECHO BAY COMMON SHARES SHOULD NOT FORWARD SHARE
CERTIFICATES UNTIL THEY HAVE RECEIVED THE LETTER OF TRANSMITTAL FROM THE
DEPOSITARY.

                                       S-75


                PRICE RANGE AND TRADING VOLUMES OF COMMON SHARES

KINROSS

     The Kinross common shares are listed and traded on the Toronto Stock
Exchange under the symbol "K" and, until July 31, 2001, were traded on the New
York Stock Exchange and, since August 1, 2001 have been traded on the American
Stock Exchange under the symbol "KGC". The following table sets forth the high
and low closing sale prices and the approximate trading volumes of the Kinross
common shares on the Toronto Stock Exchange and the New York Stock Exchange or
American Stock Exchange, as the case may be, for the periods indicated. The
quotations reported are from published financial sources.



                                                                             NEW YORK STOCK EXCHANGE/
                                                  TORONTO STOCK EXCHANGE      AMERICAN STOCK EXCHANGE
                                                 -------------------------   -------------------------
                                                 PRICE RANGE   APPROXIMATE   PRICE RANGE   APPROXIMATE
                                                 -----------     TRADING     -----------     TRADING
                                                 HIGH   LOW      VOLUME      HIGH   LOW      VOLUME
                                                 ----   ----   -----------   ----   ----   -----------
                                                   (Cdn.$)       (100s)          ($)         (100s)
                                                                         
2000
First Quarter..................................  3.35   2.13      48,900     2.31   1.44     19,961
Second Quarter.................................  2.30   1.22      44,779     1.63   0.81     19,410
Third Quarter..................................  1.35   0.78      46,748     0.94   0.50     17,122
Fourth Quarter.................................  1.12   0.50      43,466     0.75   0.38     21,909
2001
First Quarter..................................  1.04   0.66      41,661     0.67   0.44     18,668
Second Quarter.................................  1.63   0.70     100,014     1.20   0.44     44,525
Third Quarter..................................  1.73   1.19      66,764     1.05   0.77     23,809
Fourth Quarter.................................  1.53   0.95      62,662     0.99   0.62     17,878
2002
January........................................  1.39   1.32      38,970     0.96   0.71      8,783
February.......................................  1.74   1.63      75,360     1.20   0.94     17,521
March..........................................  1.81   1.72      54,536     1.36   0.97     14,620
April..........................................  2.87   1.85      86,529     1.85   1.16     42,085
May............................................  4.44   2.45     132,230     2.90   1.51     44,467
June...........................................  4.31   3.00     193,302     2.82   1.90     48,564



     On June 7, 2002, the last full trading day prior to the joint public
announcement of the combination, the last reported sale price of a Kinross
common share on the Toronto Stock Exchange was Cdn.$3.92 and on the American
Stock Exchange was $2.57.


     On    --   , 2002, the closing price of the Kinross common shares on the
Toronto Stock Exchange and on the American Stock Exchange was Cdn.$   --   and
$   --   , respectively.

                                       S-76


TVX

     The TVX common shares are listed and traded on the Toronto Stock Exchange
and the New York Stock Exchange under the symbol "TVX". The following table sets
forth the high and low closing sale prices and the approximate trading volumes
of the TVX common shares on the Toronto Stock Exchange and the New York Stock
Exchange for the periods indicated, as adjusted to reflect a share consolidation
effected on July 31, 2000 on a one for five basis, and a share consolidation
effected on June 30, 2002 on a one for ten basis. The quotations reported are
from published financial sources.



                                               TORONTO STOCK EXCHANGE        NEW YORK STOCK EXCHANGE
                                             ---------------------------   ---------------------------
                                              PRICE RANGE    APPROXIMATE    PRICE RANGE    APPROXIMATE
                                             -------------     TRADING     -------------     TRADING
                                             HIGH     LOW      VOLUME      HIGH     LOW      VOLUME
                                             -----   -----   -----------   -----   -----   -----------
                                                (Cdn.$)        (100s)           ($)          (100s)
                                                                         
2000
First Quarter..............................  80.00   49.00        347      56.50   34.50        595
Second Quarter.............................  57.50   31.50        246      40.50   22.00        457
Third Quarter..............................  49.50   30.90        239      31.30   15.00        522
Fourth Quarter.............................  32.00   20.00        313      20.90   13.10        937
2001
First Quarter..............................  28.30   13.20        340      19.50    8.20        994
Second Quarter.............................  16.00    4.50        552      10.10    2.70      1,529
Third Quarter..............................   9.90    5.00      3,745       6.20    3.50      3,508
Fourth Quarter.............................   7.90    5.80      2,586       5.00    3.70      3,721
2002
January....................................   8.90    6.80      2,858       5.50    4.30      1,218
February...................................  11.90    8.90     10,649       7.50    5.60      4,653
March......................................  12.20    8.90      8,118       7.70    5.70      2,993
April......................................  13.40   10.30      6,506       8.50    6.40      3,253
May........................................  19.70   12.50     10,256      12.80    8.10      4,192
June.......................................  25.60   15.70     16,158      16.90   10.00     35,504



     On June 7, 2002, the last full trading day prior to the joint public
announcement of the combination, the last reported sale price of a TVX common
share on the Toronto Stock Exchange was Cdn.$16.40 and on the New York Stock
Exchange was $10.40 (taking into account the June 30, 2002 one for ten share
consolidation).


     On    --   , 2002, the closing price of the TVX common shares on the
Toronto Stock Exchange and on the New York Stock Exchange was Cdn.$   --   and
$   --   , respectively.

ECHO BAY

     The Echo Bay common shares are listed and traded on the Toronto Stock
Exchange and the American Stock Exchange under the symbol "ECO", as well as
other international exchanges. The American Stock Exchange is the principal
market on which the Echo Bay common shares are traded. The following table sets
forth the high and low closing sale prices and the approximate trading volumes
of the Echo Bay common shares on the Toronto Stock Exchange and the American
Stock Exchange for the periods indicated. The quotations reported are from
published financial sources.

                                       S-77




                                                  TORONTO STOCK EXCHANGE      AMERICAN STOCK EXCHANGE
                                                 -------------------------   -------------------------
                                                 PRICE RANGE   APPROXIMATE   PRICE RANGE   APPROXIMATE
                                                 -----------     TRADING     -----------     TRADING
                                                 HIGH   LOW      VOLUME      HIGH   LOW      VOLUME
                                                 ----   ----   -----------   ----   ----   -----------
                                                   (Cdn.$)       (100s)          ($)         (100s)
                                                                         
2000
First Quarter..................................  2.85   1.76      2,445      1.94   1.25      7,052
Second Quarter.................................  2.09   1.30      2,824      1.38   0.88      6,776
Third Quarter..................................  1.61   1.05      2,075      1.06   0.69      4,763
Fourth Quarter.................................  1.15   0.52      2,749      0.75   0.32      8,680
2001
First Quarter..................................  1.49   0.59      4,307      0.95   0.38      6,842
Second Quarter.................................  2.00   0.89      3,800      1.24   0.51     11,026
Third Quarter..................................  1.60   0.79      2,860      1.04   0.51      7,122
Fourth Quarter.................................  1.12   0.81      2,030      0.73   0.50      5,575
2002
January........................................  1.05   0.82        863      0.65   0.50      6,330
February.......................................  1.60   0.97      1,984      0.97   0.60     11,629
March..........................................  1.55   1.02      2,026      0.98   0.64     11,390
April..........................................  1.55   1.18      8,882      0.96   0.76     16,415
May............................................  2.18   1.01     56,262      1.35   0.66     66,772
June...........................................  2.13   1.46     55,265      1.39   0.91     47,897



     On June 7, 2002, the last full trading day prior to the joint public
announcement of the combination, the last reported sale price of an Echo Bay
common share on the Toronto Stock Exchange was Cdn.$1.85 and on the American
Stock Exchange was $1.20.


     On    --   , 2002, the closing price of the Echo Bay common shares on the
Toronto Stock Exchange and on the American Stock Exchange was Cdn.$   --   and
$   --   , respectively.

                           ELIGIBILITY FOR INVESTMENT

     The Kinross common shares distributed pursuant to the arrangement will be
qualified investments under the Tax Act for trusts governed by registered
retirement savings plans, registered retirement income funds, deferred profit
sharing plans and registered education savings plans, provided that the Kinross
common shares are listed on the Toronto Stock Exchange.

     On the effective date of the combination, the Kinross common shares will
not be foreign property under the Tax Act for trusts governed by registered
pension plans, registered retirement savings plans, registered retirement income
funds, deferred profit sharing plans and certain other tax-exempt persons.

          COMPARISON OF RIGHTS OF SHAREHOLDERS UNDER THE OBCA AND CBCA


     Upon completion of the combination, the shareholders of TVX and Echo Bay
will become shareholders of Kinross, an OBCA corporation. The OBCA provides
shareholders with substantially the same rights (including rights of dissent and
appraisal and rights to bring derivative actions and oppression actions) as are
available to shareholders under the CBCA, which is the statute that governs TVX
and Echo Bay. However, there are certain differences between the two statutes
and the regulations thereunder. THE DESCRIPTION OF THE MATERIAL DIFFERENCES
BETWEEN THE OBCA AND THE CBCA SET OUT BELOW IS MATERIALLY COMPLETE. THIS SUMMARY
IS NOT AN EXHAUSTIVE REVIEW OF THE TWO STATUTES. REFERENCE SHOULD BE MADE TO THE
FULL TEXT OF BOTH STATUTES AND THE REGULATIONS THEREUNDER FOR PARTICULARS OF ANY
DIFFERENCES BETWEEN THEM, AND SHAREHOLDERS ARE URGED TO CONSULT THEIR LEGAL OR
OTHER PROFESSIONAL ADVISORS WITH REGARD TO THE IMPLICATIONS OF THE COMBINATION
THAT MAY BE OF IMPORTANCE TO THEM.


                                       S-78


     -  DIRECTOR RESIDENCY REQUIREMENTS.  Under the CBCA, subject to certain
        exceptions, at least 25% of a company's directors must be resident
        Canadians. Under the OBCA, a majority of a company's directors must be
        resident Canadians.

     -  PLACE OF SHAREHOLDERS' MEETINGS.  Under the CBCA, a shareholders'
        meeting may be held at any place in Canada, or at a place outside Canada
        if such place is specified in the articles of the company or if all the
        shareholders entitled to vote at the meeting agree that the meeting is
        to be held at that place. Under the OBCA, a shareholders' meeting may be
        held at such place in or outside Ontario (including outside Canada) as
        the directors may determine.

     -  SOLICITATION OF PROXIES.  Under the CBCA, proxies may be solicited other
        than by or on behalf of management of the company without the sending of
        a dissident's proxy circular if:

       -  proxies are solicited from 15 or fewer shareholders; or

       -  the solicitation is conveyed by public broadcast, speech or
          publication containing certain of the information that would be
          required to be included in a dissident's proxy circular.

       Furthermore, under the CBCA, the definition of "solicit" and
       "solicitation" specifically excludes:

       -  certain public announcements by a shareholder of how he or she intends
          to vote and the reasons for that decision;

       -  communications for the purpose of obtaining the number of shares
          required for a shareholder proposal; and

       -  certain other communications made other than by or on behalf of
          management of the company, including communications by one or more
          shareholders concerning the business and affairs of the company or the
          organization of a dissident's proxy solicitation where no form of
          proxy is sent by or on behalf of such shareholders, by financial and
          other advisors in the ordinary course of business to shareholders who
          are their clients, or by any person who does not seek directly or
          indirectly the power to act as proxy for a shareholder.

       Under the OBCA, a person who solicits proxies, other than by or on behalf
       of management of the company, must send a dissident's proxy circular in
       prescribed form to each shareholder whose proxy is solicited and to
       certain other recipients.

     -  VOTING AT SHAREHOLDERS' MEETINGS.  Under the CBCA, shareholders are
        entitled to vote only shares held by them on the record date for voting
        or the deemed record date for voting, as the case may be. Transferees of
        shares after the record date or the deemed record date, as the case may
        be, are not entitled to vote the transferred shares at the meeting.
        Under the OBCA, where a company fixes a record date for the
        determination of shareholders entitled to vote at a shareholders'
        meeting and a shareholder transfers shares after the record date, the
        transferee of such shares is entitled to vote such shares at the meeting
        if the transferee establishes that he or she owns the shares and
        demands, not later than ten days before the meeting, that his or her
        name be included in the list of shareholders entitled to vote at the
        meeting. If no record date is fixed and a list of shareholders entitled
        to vote at the meeting is prepared as of the date (the "deemed record
        date") preceding the date on which notice of the meeting is given, a
        transferee of shares after the deemed record date is entitled to vote
        such shares under similar circumstances.

     -  NOTICE OF SHAREHOLDERS' MEETINGS.  Under the CBCA, notice of a meeting
        of shareholders must be provided not less than 21 days and not more than
        60 days before the meeting. Under the OBCA, a public company must give
        notice of a meeting of shareholders not less than 21 days and not more
        than 50 days before the meeting. However, public companies incorporated
        under either statute are currently subject to the requirements of
        National Instrument 54-101 which provides for minimum notice periods
        greater than the minimum 21 day period in either statute.

     -  TELEPHONIC OR ELECTRONIC MEETINGS.  Under the CBCA, unless a company's
        bylaws provide otherwise, if a company provides shareholders with a
        telephonic, electronic or other communication facility that permits all
        participants to communicate adequately with each other during the
        meeting, then any person entitled to attend the meeting may participate
        by such means. Under the OBCA, a meeting of shareholders may be held by
        telephonic or electronic means (and shareholders may participate in and
        vote at the meeting by such means) only if permitted by the articles or
        by-laws of the company.

                                       S-79


     -  SHAREHOLDER PROPOSALS.  Under the CBCA, shareholder proposals may be
        submitted by both registered and beneficial shareholders, provided that:

       -  the shareholder owned, of record or beneficially, for at least six
          months prior to the submission of the proposal, voting shares at least
          equal to 1% of the total number of outstanding voting shares of the
          company or whose fair market value is at least Cdn.$2,000, whichever
          is less; or

       -  the proposal must have the support of persons who in the aggregate
          have owned, of record or beneficially, such number of voting shares
          for such period.

       Under the OBCA, only registered shareholders may submit shareholder
       proposals relating to matters which the shareholder wishes to raise at a
       shareholders' meeting.

     -  REGISTERED OFFICE.  Under the CBCA, a company's registered office may be
        located at any place in Canada. Under the OBCA, a company's registered
        office must be located in Ontario.

     -  FINANCIAL ASSISTANCE.  There are no financial assistance provisions in
        the CBCA. Under the OBCA, a corporation may provide financial assistance
        by way of a loan, guarantee or otherwise to any person, provided that
        certain disclosure obligations are met in respect of loans to directors,
        officers and shareholders.

     In addition to the foregoing, Kinross', TVX's and Echo Bay's bylaws differ
in certain respects, particularly with respect to quorum requirements for
shareholder meetings. TVX's bylaws provide that the holders of at least 33 1/3%
of the shares entitled to vote at a shareholder's meeting, present in person or
by proxy, constitute a quorum for the transaction of business at the
shareholder's meeting. Echo Bay's bylaws provide that the holders of not less
than a majority of the shares entitled to vote at a shareholder's meeting,
present in person or by proxy, constitute a quorum for the transaction of
business at the shareholder's meeting. Kinross' bylaws provide that at least two
persons present at the opening of the shareholder's meeting, who are entitled to
vote at least 5% of the shares entitled to vote at such meeting, constitute a
quorum for the transaction of business at the shareholder's meeting.

                      DOCUMENTS INCORPORATED BY REFERENCE

     Upon written or oral request of a person to whom this circular was
delivered, a copy of any and all information that has been incorporated by
reference in this circular will be provided, without charge. Requests should be
directed to:

     -  in the case of Kinross: Investor Relations, Suite 5200, Scotia Plaza, 40
        King Street West, Toronto, Ontario, Canada, M5H 3Y2, telephone: (416)
        863-5123;

     -  in the case of TVX: Investor Relations, Suite 1200, 220 Bay Street,
        Toronto, Ontario, Canada, M5J 2W4, telephone: (416) 366-8160; and


     -  in the case of Echo Bay: and Investor Relations, Suite 1210, 10180 --
        101 Street, Edmonton, Alberta, Canada, T5J 3S4, telephone: (780)
        496-9002.


KINROSS



     The following documents, filed with the United States Securities and
Exchange Commission, are specifically incorporated by reference into and form an
integral part of this circular:


     -  Annual Report on Form 40-F for the year ended December 31, 2001 (as
        filed in the Current Report on Form 6-K, dated July 16, 2002);



     -  Current Report on Form 6-K, dated June 10, 2002;



     -  Current Report on Form 6-K, dated July 17, 2002;



     -  Current Report on Form 6-K, dated August 29, 2002; and



     -  Current Report on Form 6-K, dated September 13, 2002.


                                       S-80


TVX



     The following documents, filed with the United States Securities and
Exchange Commission, are specifically incorporated by reference into and form an
integral part of this circular:

     -  Annual Report on Form 40-F for the year ended December 31, 2001;

     -  Current Report on Form 6-K for the three months ended March 31, 2002;

     -  Current Report on Form 6-K, dated April 19, 2002;


     -  Current Report on Form 6-K, dated June 17, 2002;



     -  Current Report on Form 6-K, dated July 2, 2002; and



     -  Current Report on Form 6-K, dated August 27, 2002.



ECHO BAY


     The following documents, filed with the United States Securities and
Exchange Commission, are specifically incorporated by reference into and form an
integral part of this circular:

     -  Annual Report on Form 10-K for the year ended December 31, 2001;

     -  Quarterly Report on Form 10-Q for the period ended March 31, 2002;


     -  Quarterly Report on Form 10-Q/A for the period ended June 30, 2002;


     -  Current Report on Form 8-K, dated February 13, 2002;

     -  Current Report on Form 8-K, dated April 3, 2002;

     -  Current Report on Form 8-K, dated May 9, 2002;

     -  Current Report on Form 8-K, dated June 10, 2002;

     -  Current Report on Form 8-K, dated June 11, 2002;

     -  Current Report on Form 8-K, dated July 8, 2002;

     -  the description of Echo Bay's common shares contained in Echo Bay's
        Registration Statement on Form 8-A (File No. 1-8542) dated August 2,
        1983;

     -  proxy circular dated February 5, 2002 for Echo Bay's special meeting of
        shareholders held on March 25, 2002; and

     -  proxy circular dated April 5, 2002 for Echo Bay's annual meeting of
        shareholders held on June 6, 2002.

                                       S-81


                                   SCHEDULE A

                         INFORMATION CONCERNING KINROSS

     Kinross was continued under the Business Corporations Act (Ontario) on May
31, 1993 by articles of arrangement pursuant to which CMP Resources Ltd., Plexus
Resources Corporation and 1021105 Ontario Corp. amalgamated by way of
arrangement. Kinross and Falconbridge Amalco Inc., a corporation that was formed
upon the amalgamation of Falconbridge Gold Corporation and FGC Acquisition Inc.,
then amalgamated on December 31, 1993 by way of arrangement. Kinross filed
articles of amalgamation on December 29, 2000 in connection with an amalgamation
with La Teko Resources Inc. The registered office and principal place of
business of Kinross is located at Suite 5200, Scotia Plaza, 40 King Street West,
Toronto, Ontario, Canada, M5H 3Y2.

     Kinross is principally engaged in the exploration for and the acquisition,
development and operation of gold bearing properties. At present, the primary
operating properties of Kinross are located in Canada, the United States and far
east Russia. Exploration activities are undertaken in these countries and
others. Kinross' principal product and source of cash flow is gold.

     Kinross' primary operating properties consist of a 100% interest in the
Fort Knox mine near Fairbanks, Alaska; through its 49% interest in the Porcupine
Joint Venture (as defined herein), a 49% interest in the Hoyle Pond mine and a
49% interest in the Dome mine, both near Timmins, Ontario; and a 54.7% interest
in the Kubaka mine in the Magadan Oblast situated in Far East Russia. In
addition, the Corporation holds a 100% interest in the Blanket mine situated in
Zimbabwe and other mining properties in various stages of exploration,
development, reclamation and closure. Kinross holds its interests in each of
these properties in accordance with industry standards.

                            [Property Locations Map]

                                       A-1


                              RECENT DEVELOPMENTS

     Kinross completed an equity offering in February, 2002 pursuant to which
23,000,000 common shares were issued for net proceeds of $18.5 million. The
majority of funds raised were used for a $16.00 per share cash tender offer for
the Preferred Shares of Kinam Gold Inc. ("Kinam"), a subsidiary of Kinross.
670,722 Kinam Preferred Shares were tendered having a book value of $36.6
million and were purchased by Kinross for $10.7 million ($11.4 million including
costs of the tender offer). The $25.2 million difference in value associated
with this transaction was applied against the carrying value of certain
property, plant and equipment.


     On May 16, 2002, Kinross and Bema Gold Corporation, each 50% owners of
Compania Minera Maricunga ("CMM"), announced that binding arbitration has ruled
in favour of CMM in respect of claims against Fluor Daniel Chile Ingenieria y
Construccion S.A., Fluor Daniel Corporation, and Fluor Daniel Wright Ltd.
(collectively "Fluor") for damages relating to the original construction of the
Refugio gold mine in northern Chile. The arbitrator concluded that Fluor was
"grossly negligent" in certain aspects of the construction of the Refugio
facilities and has determined a net award in favour of CMM for $20 million plus
interest accumulated from July 1999. An appeal was filed by Fluor with a Chilean
appellate court, which appeal has been dismissed by the court. See "Legal
Proceedings".


     On July 1, 2002, Kinross entered into a definitive agreement with a wholly
owned subsidiary of Placer Dome Inc., Placer Dome (CLA) Limited ("Placer"), to
form a joint venture that combines the two companies' respective gold mining
operations in the Porcupine district in Ontario, Canada (the "Porcupine Joint
Venture"). Placer owns a 51% interest and Kinross owns a 49% interest in the
Porcupine Joint Venture, which will be operated by a Placer affiliate. Placer
has agreed to contribute the Dome mine and mill and Kinross has agreed to
contribute the Hoyle Pond, Pamour and Nighthawk Lake mines as well as the Bell
Creek mill. Future capital and operating costs will be shared in proportion to
each party's ownership interest. See "Description of Business and Properties --
Material Properties -- The Kinross/Placer Dome Joint Venture".


     On September 13, 2002, Kinross announced that its 54.7% owned Russian
subsidiary, Omolon Gold Mining Company ("Omolon"), a Russian joint stock company
through which Kinross holds its interest in the Kubaka gold mine, was at an
advanced stage of negotiating a settlement of an outstanding dispute between
itself, several of its Russian shareholders and the Magadan Administration. On
September 6, 2002 and during the process of negotiating a settlement, a Russian
shareholder of Omolon obtained an order from a court in the Magadan region of
the Russian Federation to arrest Omolon's gold inventory at the Kubaka mine as
well as Omolon's bank accounts pending resolution of the shareholder's dispute
with Omolon. See "Legal Proceedings".


                     DESCRIPTION OF BUSINESS AND PROPERTIES


     The material properties of Kinross are the following:





PROPERTY                                                        OWNERSHIP %
--------                                                        -----------
                                                             
Fort Knox Mine(1)...........................................          100%(2)
Porcupine Joint Venture(3)..................................           49%
Kubaka Mine(4)..............................................         54.7%



---------------


Notes:



(1) The True North property is subject to various net smelter return royalties,
    ranging from 3.5% to 5%. The Ryan Lode project is subject to various net
    smelter return royalties ranging from 3% to 5% and annual rental payments of
    $150,000.



(2) Kinross holds a 100% interest in the properties forming part of the Fort
    Knox mine except for the Gil property in which Kinross holds an 80%
    interest.



(3) The Porcupine joint venture was formed pursuant to an agreement with Placer
    dated July 1, 2002. The Hoyle Pond mine is subject to two tonnage based
    royalties for which $131,000 was expensed in 2001 and $111,000 was expensed
    in 2000. A 2% net smelter royalty is payable on production from the Preston,
    Paymaster and Vedron properties.



(4) The Kubaka mine is subject to royalty and production based taxes which
    amounted to 11.8% in the year 2001.


OPERATIONS

     Kinross' share of production from its operating properties totalled 944,803
ounces of gold equivalent during 2001 of which 44% was derived from the Fort
Knox mine in Alaska, 25% from the Kubaka mine in the Russian Far East, 17% from
the Hoyle Pond mine in Ontario, 7% from the Refugio mine in Chile, 4% from the
Blanket mine in Zimbabwe and the balance from various other locations (see note
17 to the Consolidated Financial Statements of

                                       A-2


Kinross for the year ended December 31, 2001 for details of the segment
revenues, segment profit or loss and segment assets).

     The following table summarizes production by Kinross in the last three
years.



                                                               2001       2000        1999
                                                              -------    -------    ---------
                                                                           
Attributable gold equivalent production -- ounces...........  944,803    943,798    1,012,408
Attributable gold production -- ounces......................  937,852    932,423    1,006,453
Gold sales -- ounces (excluding equity accounted ounces)....  907,149    897,428    1,006,453


     Attributable gold equivalent production and attributable gold production
includes Kinross' share of the production from the Denton-Rawhide mine and the
Andacollo mine due to its equity held investment in Pacific Rim Mining Corp
("Pacific Rim"), formerly Dayton Mining Corporation. Included in attributable
gold equivalent production and attributable gold production is silver production
converted into gold production using a ratio of the average spot market prices
of gold and silver for the three comparative years. The ratios were 62.00:1 in
2001, 56.33:1 in 2000 and 53.40:1 in 1999.

GOLD EQUIVALENT PRODUCTION

     The following table sets forth Kinross' gold equivalent production for each
of its operating assets in the last three years:



                                                                GOLD EQUIVALENT PRODUCTION
                                                              FOR THE YEAR ENDED DECEMBER 31,
                                                              -------------------------------
                                                               2001       2000        1999
                                                              -------    -------    ---------
                                                                           
PRIMARY OPERATIONS:
Fort Knox Mine..............................................  411,221    362,959      351,120
Hoyle Pond Mine.............................................  156,581    140,441      136,709
Kubaka Mine(1)..............................................  237,162    244,641      254,625
Refugio Mine................................................   67,211     85,184       90,008
Blanket Mine................................................   39,592     34,571       37,755
                                                              -------    -------    ---------
                                                              911,767    867,796      870,217
                                                              -------    -------    ---------
OTHER OPERATIONS:
Andacollo(2)................................................   11,718     21,030           --
Denton-Rawhide Mine(2)......................................   17,713     29,361       62,792
Hayden Hill Mine............................................    1,887      9,582       17,020
Macassa Mine(3).............................................       --         --       38,689
Guanaco Mine................................................    1,718     16.029       23,690
                                                               33,036     76,002      142,191
                                                              -------    -------    ---------
Total gold equivalent production............................  944,803    943,798    1,012,408
                                                              =======    =======    =========


---------------

Notes:

(1) Increased ownership interest to 53% December 1998 and to 54.7% December
    1999.

(2) The 49% interest in the Denton-Rawhide mine was sold to Pacific Rim on March
    31, 2000 for common shares of Pacific Rim . As a result of this transaction
    and the sale to Pacific Rim of certain other assets, Kinross effectively
    holds a 15.7 and 32.1% interest in the Denton-Rawhide and Andacollo mines,
    respectively at December 31, 2001.

(3) Sold December 14, 2001.

                                       A-3


MINERAL RESERVES AND MINERAL RESOURCES


     The following tables set forth Kinross' mineral reserves and mineral
resources for each of its properties:


                      PROVEN AND PROBABLE MINERAL RESERVES
             KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2001



                                                  PROVEN                        PROBABLE                        TOTAL
                            KINROSS'   ----------------------------   ----------------------------   ----------------------------
PROPERTY                     SHARE     TONNES    GRADE    CONTAINED   TONNES    GRADE    CONTAINED   TONNES    GRADE    CONTAINED
--------                    --------   -------   ------   ---------   -------   ------   ---------   -------   ------   ---------
                              (%)       (000)    (g/t)      (ozs)      (000)    (g/t)      (ozs)      (000)    (g/t)      (ozs)
                                                                                          
GOLD
Timmins -- Canada:
  Hoyle Pond.............    100.0        367     13.31     157,000      554     14.04     250,000       921    13.74     407,000
  Pamour(1)..............    100.0         --        --          --   14,167      1.65     753,000    14,167     1.65     753,000
Fort Knox and Area --
  USA(2)(3)..............    100.0     42,594      0.95   1,305,000   43,051      1.06   1,463,000    85,645     1.01   2,768,000
  Stockpile(2)...........    100.0     16,618      0.51     270,000    1,657      0.84      45,000    18,275     0.54     315,000
Kubaka -- Russia(3)......     54.7        166     21.55     115,000      245     19.93     157,000       411    20.58     272,000
  Stockpile..............     54.7        446      5.44      78,000       --        --          --       446     5.44      78,000
Refugio -- Chile(4)......     50.0     11,275      0.96     347,000   12,280      0.91     359,000    23,555     0.93     706,000
Blanket -- Zimbabwe(4)...    100.0        819      4.48     118,000    1,119      4.39     158,000     1,938     4.43     276,000
  Tailings...............    100.0      1,582      1.04      53,000       --        --          --     1,582     1.04      53,000
Pacific Rim Denton
  Rawhide -- USA.........     15.7      1,296      0.79      33,000       --        --          --     1,296     0.79      33,000
                                       ------    ------   ---------   ------    ------   ---------   -------   ------   ---------
  Total..................              75,163      1.02   2,476,000   73,073      1.36   3,185,000   148,236     1.19   5,661,000
                                       ======    ======   =========   ======    ======   =========   =======   ======   =========
SILVER
Kubaka -- Russia.........     54.7        612      15.8     310,000      245      24.1     190,000       857    18.15     500,000
Pacific Rim
  Denton Rawhide -- USA..     15.7      1,296      11.3     470,000       19      16.4      10,000     1,315    11.35     480,000
                                       ------    ------   ---------   ------    ------   ---------   -------   ------   ---------
  Total..................               1,908      12.7     780,000      264      23.6     200,000     2,172    14.03     980,000
                                       ======    ======   =========   ======    ======   =========   =======   ======   =========


---------------

(1) Development project.

(2) In place direct mill feed.

(3) Includes current stockpile and mill feed that will be stockpiled for future
    use.

(4) Blanket underground mine and Vubachikwe tailings.


CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED AND INDICATED
RESOURCES



     This section uses the terms "measured" and "indicated" resources. We advise
U.S. investors that while those terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
them. U.S. INVESTORS ARE CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF MINERAL
DEPOSITS IN THESE CATEGORIES WILL EVER BE CONVERTED INTO RESERVES.


                                       A-4



         MEASURED AND INDICATED MINERAL RESOURCES (EXCLUDING RESERVES)


             KINROSS GOLD CORPORATION'S SHARE AT DECEMBER 31, 2001





                                                         MEASURED          INDICATED            TOTAL
                                          KINROSS'   ----------------   ----------------   ----------------
PROPERTY                                   SHARE     TONNES    GRADE    TONNES    GRADE    TONNES    GRADE
--------                                  --------   -------   ------   -------   ------   -------   ------
                                            (%)       (000)    (g/t)     (000)    (g/t)     (000)    (g/t)
                                                                                
GOLD
Timmins -- Canada:
  Hoyle Pond Underground...............    100.0        352     9.98        836    9.23      1,188    9.45
  Other Underground....................    100.0        529     5.64      2,109    4.11      2,638    4.42
  Pamour Open Pit......................    100.0         --       --     37,619    1.53     37,619    1.53
  Other Open Pit.......................    100.0         --       --      7,270    1.98      7,270    1.98
George/Goose Lake -- Canada............    100.0         --       --      4,238    9.76      4,238    9.76
United States:
  Ft. Knox and Area(5).................    100.0     12,421     0.66     25,335    0.92     37,756    0.84
  Delamar..............................    100.0        610     0.61      2,199    1.92      2,809    1.64
  Goldbanks............................    100.0         --       --     26,806    0.66     26,806    0.66
Kubaka -- Russia.......................     54.7        348     2.32         25    2.49        373    2.33
Refugio -- Chile.......................     50.0      4,575     0.75     21,810    0.75     26,385    0.75
Blanket -- Zimbabwe....................    100.0         --       --      2,572    5.78      2,572    5.78
Norseman -- Australia..................    100.0         --       --     26,991    1.34     26,991    1.34
Greystar Resources Angostura --
  Colombia.............................     18.6         --       --      8,250    1.69      8,250    1.69
Dayton Mining Corp.
  Denton Rawhide -- USA................     32.1      1,123     0.55         46    0.68      1,169    0.56
  Andacollo -- Chile...................     32.1      6,941     0.72      8,784    0.64     15,725    0.68
  Eldorado -- El Salvador..............     32.1         --       --        969    7.64        969    7.64
                                                     ------    -----    -------    ----    -------    ----
  Total................................              26,899     0.93    175,859    1.53    202,758    1.45
                                                     ======    =====    =======    ====    =======    ====
SILVER
United States:
  Delamar..............................    100.0        610     64.8      2,199    36.5      2,809    42.6
  Goldbanks............................    100.0         --       --     26,806     1.9     26,806     1.9
Kubaka -- Russia.......................     54.7        348      8.9         --      --        348     8.9
Greystar Resources
  Angostura -- Colombia................     18.6         --       --      8,250     6.1      8,250     6.1
Dayton Mining Corp.
  Denton Rawhide -- USA................     32.1      1,123      8.9         46    13.5      1,169     9.0
  Eldorado -- El Salvador..............     32.1         --       --        969    56.8        969    56.8
                                                     ------    -----    -------    ----    -------    ----
  Total................................               2,081    25.26     38,270    6.21     40,351    7.19
                                                     ======    =====    =======    ====    =======    ====



---------------


(5) Kinross Share is 100% except Gil property at 80% (Indicated Resource of 3.4
    million tonnes)


MINERAL RESERVE AND MINERAL RESOURCE NOTES


1.   Reported reserves and resources have been calculated in accordance with:
     the National Instrument 43-101 under the Canadian Securities Law, and the
     Canadian Institute of Mining Standards ("CIM") on Mineral Resource and
     Reserve Definitions and Guidelines. The mineral reserves presented herein
     are compliant with the reserves categories of Industry Guide 7 applied in
     the United States by the Securities and Exchange Commission.



     An "Ore Reserve" or "Mineral Reserve" is the economically mineable part of
     a measured or indicated resource demonstrated by at least a preliminary
     feasibility study. This study must include adequate information on mining,
     processing, metallurgical, economic and other relevant factors that
     demonstrate, at the time of reporting, that economic extraction can be
     justified. An ore reserve or mineral reserve gives effect to diluting
     materials and allowances for losses that may occur when the material is
     mined but does not reflect any subsequent losses in leaching or milling.
     Mineral reserves are further divided into proven and probable mineral
     reserves.


                                       A-5



     A "Proven Mineral Reserve" comprises the economically mineable part of a
     measured mineral resource where there is the highest degree of confidence
     in the estimate. It is restricted to that part of the deposit where
     production planning is taking place and for which any variation in the
     estimate would not significantly affect potential economic viability.



     A "Probable Mineral Reserve" is the economically mineable part of an
     indicated, and in some cases a measured mineral resource where there is a
     lesser degree of confidence in the estimate. The underlying preliminary
     feasibility study must address whether economic extraction can be
     justified.



     The term "Mineral Resource" covers mineralization and natural material of
     intrinsic economic interest which has been identified and estimated through
     exploration and sampling. Within this mineralization, mineral reserves may
     subsequently be defined by the consideration and application of technical
     and economic factors. Mineral resources are sub-divided, in decreasing
     order of geological confidence, into measured, indicated and inferred
     categories.



     A "Measured Mineral Resource" is one for which quantity, grade or quality,
     densities, shape and physical characteristics are so well established that
     they can be estimated with confidence sufficient to allow the appropriate
     application of technical and economic parameters, to support production
     planning and evaluation of the economic viability of the deposit. The
     estimate is based on detailed and reliable exploration, sampling and
     testing information gathered through appropriate techniques from locations
     such as outcrops, trenches, pits, workings and drill holes that are spaced
     closely enough to confirm both geological and grade continuity.



     An "Indicated Mineral Resource" is one where the nature, quality, quantity
     and distribution of data are such as to allow confident interpretation of
     the geological framework and reasonably to assume continuity of
     mineralization. The indicated mineral resource estimate is intended to be
     of sufficient quality to support a preliminary feasibility study which can
     serve as the basis for development and production planning decisions.



2.   The reserves are based on an assumed gold price of $300 per ounce and
     reflect mining dilution and mining recovery.


3.   Applying industry standard methodology, each property has a unique process
     gold recovery and cutoff grade(s).



                                                                  AVERAGE       AVERAGE
    PRODUCING                                                     PROCESS     GOLD CUTOFF
    PROPERTY                                                      RECOVERY    GRADE(S) G/T
    ---------                                                     --------    ------------
                                                                        
    Hoyle Pond..................................................   88.0%          7.68
    Fort Knox...................................................   85.6%          0.43
    True North..................................................   85.0%          0.69
    Kubaka......................................................   97.5%          3.20
    Refugio.....................................................   67.2%          0.48
    Blanket.....................................................   87.0%          3.20
    Blanket Tails...............................................   63.0%           n/a


4.   Unlike reserves, resources do not have a demonstrated economic value.


5.   Drill spacing used to determine reserves are as follows by property: Hoyle
     Pond 7.6 meters for proven reserves, 15.2 meters for probable reserves,
     Pamour 7.6 meters for probable reserves, Fort Knox 36.6 meters for proven
     reserves and 48.8 meters for probable reserves, True North 30.5 meters for
     probable reserves, Kubaka 6.1 meters for both proven and probable reserves,
     Refugio 7.6 meters for both proven and probable reserves, and Blanket 6.1
     meters for both proven and probable reserves.



6.   The impact of a $25/oz. reduction in the long-term gold price (to $275/oz.)
     results in an estimated 8% decrease in reserve gold ounces. Alternately,
     the impact of a $25/oz. rise in the gold price (to $325/oz.), results in an
     estimated 6% increase in reserve gold ounces.


7.   Except for "Other Sources" listed below, Kinross' employees, who meet the
     National Instrument 43-101 requirements for a Qualified Person, have
     prepared the reserve and resource estimations.

                                       A-6


         QUALIFIED PERSONS RESPONSIBLE FOR ESTIMATED RESERVES AND RESOURCES



     MINE/PROPERTY                                           NAME                          TITLE(S)
     -------------                                           ----                          --------
                                                                            
     Hoyle Pond Mine........................  R. Cooper, P. Eng. & A. Still, AGO  Manager Technical
                                                                                  Services, Chief Geologist
                                                                                  (Hoyle Pond)
     Other Timmins..........................  A. Still, AGO                       Chief Geologist (Hoyle
                                                                                  Pond)
     Pamour.................................  R. Cooper, P. Eng.                  Manager Technical Services
                                                                                  (Hoyle Pond)
     Fort Knox Mine.........................  T. Wilton, P. Geo. & V. Miller, PE  Chief Geologist (Fort
                                                                                  Knox), Engineering Manager
                                                                                  (Kinross Technical
                                                                                  Services)
     True North, Ryan Lode and Gil..........  T. Wilton, P. Geo.                  Chief Geologist (Fort
                                                                                  Knox)
     DeLamar................................  V. Miller, PE                       Engineering Manager
                                                                                  (Kinross Technical
                                                                                  Services)
     Goldbanks..............................  V. Miller, PE                       Engineering Manager
                                                                                  (Kinross Technical
                                                                                  Services)
     Kubaka.................................  V. Miller, PE & B. Falletta, PE     Engineering Manager
                                                                                  (Kinross Technical
                                                                                  Services), Engineering
                                                                                  Manager (Kubaka)
     Refugio................................  V. Miller, PE                       Engineering Manager
                                                                                  (Kinross Technical
                                                                                  Services)
     Blanket................................  G. Ndebele, GSZ & R. Dye, PE        Geological Manager
                                                                                  (Blanket), Vice President
                                                                                  Technical Services
     Norseman...............................  B. Butler, P. Geo. & T. Wilton, P.  Sr. Geologist (Norseman),
                                              Geo.                                Chief Geologist (Fort
                                                                                  Knox)
                                                  OTHER SOURCES
     George/Goose Lake......................  MRDI, S. Juras, P. Geo.
     Angostura..............................  Information provided by Greystar Resources
     Dayton.................................  Information provided by Dayton Mining Corp.



8.   The preceding measured and indicated mineral resources and proven and
     probable mineral reserves tables are as at December 31, 2001 and do not
     take into account the joint venture formed by Kinross and Placer on July 1,
     2002 pursuant to which Placer's Dome mine and Kinross' Hoyle Pond mine and
     mill, Pamour and Nighthawk Lake mines and Bell Creek mill were integrated
     into a joint venture to be managed by Placer or a Placer affiliate. Kinross
     and Placer hold a 49% and 51% participating interest in the joint venture
     respectively. See "Description of Business and Properties -- Material
     Properties -- The Kinross/Placer Dome Joint Venture".



ENVIRONMENTAL REGULATIONS



     Kinross exploration activities and mining and processing operations are
subject to the federal, state, provincial, regional and local environmental laws
and regulations in the jurisdictions in which the Kinross facilities are
located. In all jurisdictions in which Kinross operates, environmental licenses,
permits and other regulatory approvals are required in order to engage in
exploration, mining and processing, and mine closure activities. Regulatory
approval of a detailed plan of operations and a comprehensive environmental
impact assessment is required prior to initiating mining or processing
activities or for any substantive change to previously approved plans. In all
jurisdictions in which Kinross operates, specific statutory and regulatory
requirements and standards must be met throughout the life of the mining or
processing operations in regard to air quality, water quality, fisheries and
wildlife protection, archaeological and cultural resources, solid and hazardous
waste management and disposal, the management and transportation of hazardous
chemicals, toxic substances, noise, community right-to-know, land use, and
reclamation. In total, Kinross has more than 300 separate environmental permits
and authorizations, as required by more than 150 individual


                                       A-7



environmental laws and regulations, in at least 15 federal, state, provincial,
regional or local jurisdictions. Kinross is currently in compliance in all
material respects with all applicable environmental laws and regulations.



     In 1998 Lassen Gold Mining Inc. (a Kinross subsidiary) was identified as a
Potentially Responsible Party (PRP) under the U.S. Comprehensive Environmental
Response, Compensation and Liability Act (CERCLA), 42 U.S.C. sec.sec.9601, et
seq.; the Resource Conservation and Recovery Act, as amended (RCRA) 42 U.S.C.
sec.sec.6901, et seq.; and the California Hazardous Substances Account Act, as
amended (HSAA), the California Health and Safety Code sec.sec. 25300 et seq., in
connection with the PRC Patterson Superfund Site. Kinross became a member of the
Patterson Environmental Trust that funded the site remediation. The total paid
to the Trust by Kinross was $175,552.00. As more PRPs were identified and became
contributors to the Trust or participated in funding remediation separately, the
amount of funds held by the Trust exceeded the financial obligation. In 2001, in
accordance with a Cash-Out Settlement Agreement, Kinross was refunded
$152,307.61. Kinross may receive a supplemental distribution when settlement is
reached with the additional PRPs and from accrued interest in the Trust escrow
account. All remediation and restoration activities have been completed at the
PRC Patterson Superfund site. Kinross no longer has any liability associated
with the site.



     Kinross is not a PRP in any other CERCLA action.


MATERIAL PROPERTIES

     The following properties have been identified as material to Kinross. All
production data is presented on a 100% basis with the exception of gold
equivalent production, which represents Kinross' proportionate share.

FORT KNOX MINE AND AREA, ALASKA

     Kinross is the owner of the Fort Knox mine. The Fort Knox mine includes the
main Fort Knox open pit mine, mill, and tailings storage facility, the True
North open pit mine, which commenced production in 2001, the Ryan Lode project
and an 80% ownership interest in the Gil property that is subject to a joint
venture agreement with Teryl Resources Corp ("Teryl"). Kinross' ownership
interest in the Fort Knox mine was acquired as a result of the merger (the
"Kinam Merger") with Amax Gold Inc. (now Kinam) on June 1, 1998. The Fort Knox
mine and True North mine employed approximately 360 people at December 31, 2001.
The Fort Knox property has been pledged as security against a syndicated credit
facility with a syndicate of lenders lead by Bank of Nova Scotia which supports,
inter alia, $49.0 million of industrial revenue bonds outstanding as at December
31, 2001.

Property Description and Location

     Fort Knox Open Pit

     The Fort Knox open pit mine mill and mineral claims cover approximately
20,500 hectares located 40 kilometres northeast of Fairbanks, Alaska. The claim
block consists of two State of Alaska Upland Mineral Leases, 1,168 State of
Alaska mining claims and one unpatented federal lode mining claim. The current
reserve is located on approximately 505 hectares of land held under State of
Alaska Upland Mineral Leases that expire in 2014. These leases may be renewed
for a period not to exceed 55 years.

     The State of Alaska Upland Mineral Leases that the current reserves are
located on are subject to a 3% Alaska production royalty based on taxable
income. All production from the State of Alaska mining claims is subject to the
State of Alaska Mine License Tax following a three-year tax grace period after
production commences. The State of Alaska Mine License Tax is graduated from 3%
to 7% of taxable income. The unpatented federal lode mining claim is owned by
Kinross and not subject to any royalties. There were no royalties paid in 2001
or 2000.

     All requisite permits have been obtained for the mining and continued
development of the Fort Knox open pit mine and are in good standing. Kinross is
in compliance with the Fort Knox permits in all material respects.

     True North Open Pit

     The True North open pit mine mineral claims covers approximately 3,804
hectares located 40 kilometres northeast of Fairbanks, Alaska. The claim block
consists of 104 State of Alaska mining claims owned by Kinross and mineral
leases with third parties covering an additional 138 State of Alaska mining
claims.

     All production from the State of Alaska mining claims is subject to the
State of Alaska Mine License Tax following a three-year tax grace period after
production commences. The State of Alaska Mine License Tax is graduated from 3%
to 7% of taxable income. In addition to the State of Alaska Mine License Tax,
the leased state
                                       A-8


mining claims are subject to net smelter royalties ranging from 3.5% to 5%, less
any advanced royalties paid. Kinross paid advance royalties of $150,000 in 2001
and 2000.

     All requisite permits have been obtained for the mining of Phase I of the
True North open pit mine which consists of the Hindenburg and East Pit Zones. As
at December 31, 2001, 47% of proven and probable reserves are located within the
Hindenburg and East Pit Zones. These permits are in good standing. Kinross is
currently in compliance with the True North permits in all material respects.
Kinross is currently in the process of amending the current True North permits
in order to further develop the deposit. Kinross estimates it has received the
required permits.

     Ryan Lode Project

     The Ryan Lode project mineral claims cover approximately 500 hectares
located ten kilometres west of Fairbanks, Alaska. The claim block consists of 50
State of Alaska mining claims, ten patented federal mining claims and five
unpatented federal mining claims, all leased from third parties. All production
from the State of Alaska mining claims is subject to the State of Alaska Mine
License Tax following a three-year tax grace period after production commences.
The State of Alaska Mine License tax is graduated from 3% to 7% of taxable
income. In addition to the State of Alaska Mine License Tax, the leased claims
are subject to net smelter royalties of 5%, and annual rental payments of
$150,000. The annual rental payments are not deductible when computing the net
smelter return royalties. Kinross paid $150,000 of annual rental payments in
each of 2001 and 2000.

     Kinross has conducted limited exploration on the properties since acquiring
the Ryan Lode project from La Teko in 1999.

     Gil Property

     The Gil property mineral claims cover approximately 2,700 hectares located
contiguous to the Fort Knox claim block. The claim block consists of 167 State
of Alaska mining claims and is subject to a joint venture agreement between
Kinross and Teryl. Kinross' ownership interest in the Gil claim block is 80%.
All production from the State of Alaska mining claims is subject to the State of
Alaska Mine License Tax following a three-year tax grace period after production
commences. The State of Alaska Mine License tax is graduated from 3% to 7% of
taxable income.

     Kinross continues to actively explore the Gil claims.

Accessibility, Climate, Local Resources, Infrastructure, and Physiography

     Access to the Fort Knox mine from Fairbanks, Alaska is by 34 kilometres of
paved highway and eight kilometres of unpaved road. The True North mine is
located 18 kilometres west of the Fort Knox property and is accessible by an
unpaved road. The Ryan Lode project is located 65 kilometres from the Fort Knox
property and is accessible by 54 kilometres of paved road and 11 kilometres of
unpaved roads. The area is characterized by continental climate with cold dry
winters and warm moist summers. Daily sunlight varies from 4 to 20 hours per
day. Temperatures range from below -50 Celsius to above +35 Celsius. Mean
precipitation is approximately 30 centimeters annually.

     The area topography consists of rounded ridges with gentle side slopes.
Vegetation includes spruce, birch and willow trees and various shrubs, grasses
and mosses. The elevation ranges from 1,000 to 1,600 meters.

     The Fort Knox milling operation obtains its process water from a fresh
water reservoir located within the permitted property area. The tailings storage
area on site has adequate capacity for the remaining mine life of the Fort Knox
and the True North mines. Power is provided to the mine by Golden Valley
Electric Association's power grid serving the area over a distribution line paid
for by Kinross.

History

     An Italian prospector named Felix Pedro discovered gold in the Fairbanks
mining district in 1902. Between 1902 and 1993 more than 8.0 million ounces of
predominately placer gold were mined in the district. In 1984 a geologist
discovered visible gold in granitic hosted quartz veins on the Fort Knox
property. Between 1987 and 1991, a number of companies conducted extensive
exploration work on the Fort Knox, True North and Gil properties. In 1991, Kinam
entered into a joint venture agreement with Teryl to explore the Gil property.
In 1992, Kinam acquired ownership of the Fort Knox property. Construction of the
Fort Knox mine and mill operations began in 1995 and were completed in 1997.
Commercial production at Fort Knox was achieved on March 1, 1997. Construction
of the mine was completed at a capital cost of approximately $373 million, which
included approximately $28 million of capitalized interest. After acquiring
ownership of the True North property in 1999, Kinross completed pre-production
capital expenditures,

                                       A-9


primarily permitting and the building of a haulage road to the Fort Knox mill.
Commercial production at True North was achieved on April 1, 2001.
Pre-production capital expenditures for True North were approximately $29.6
million.

Geological Setting and Mineralization

     Kinross' mining and exploration properties are located within the Fairbanks
mining district, a southwest -- northeast trending belt of lode and placer gold
deposits that comprise one of the largest gold producing areas in the state of
Alaska.

     The Fairbanks district is situated in the northwestern part of the Yukon --
Tanana Uplands. The Yukon -- Tanana terrane consists of a thick sequence of
polymetamorphic rocks that range from Precambrian to upper Paleozoic in age. The
protoliths were comprised primarily of sedimentary and volcanic units, with only
minor rocks of plutonic origin. The region has undergone at least two periods of
dynamic and thermal metamorphism, an early prograde amphibolite event, and a
later, retrograde, greenschist facies event. Some workers have suggested a more
complex metamorphic history for the area, with the identification of four phases
of penetrative deformation.

     The dominant rock unit in the district is the Fairbanks Schist. It is
comprised of gray to brown fine-grained micaceous schist and micaceous
quartzite. Interlayered with the Fairbanks Schist is the Cleary Sequence, a
varied assemblage of metamorphic lithologies. In the northern part of the
district high grade metamorphic rocks of the Chatanika terrane have been
identified. These rocks, which are in fault contact with the Fairbanks Schist
and Cleary Sequence, are thought to be Devonian to Mississippian in age, and
have been metamorphosed to eclogite facies.

     The dominant structural trend of the district is expressed by numerous
northeast trending faults and shear zones. These structures, which were
important to the localization of gold mineralization, show a dominant
strike-slip movement.

     Several intrusive bodies, ranging in age from late Cretaceous to early
Tertiary, penetrate the Yukon -- Tanana terrane. They generally range from
ultramafic to felsic in composition, and can be distinguished from older
intrusive rocks by their lack of metamorphic textures.

Exploration

     Kinross routinely carries out exploration and development activities on its
properties in the Fairbanks area. The 2001 exploration program focused on
drilling at the True North gold deposit. The bulk of work was drilling and was
completed to define the limits of strong mineralization in the area of the
Hindenburg pit and establish the continuity of mineralization in this portion of
the deposit. Limited drilling and other field activities were carried out at the
Gil project. A short drilling program was completed on the Steamboat prospect,
and mapping, trenching and sampling were completed at the Amanitaville prospect.

     The planned exploration and development drilling program for 2002 includes
an in-pit drilling program at the Fort Knox mine (approximately 20 holes
totalling about 5,500 meters) and areas immediately adjacent to it, a
comprehensive drilling program at the True North mine and vicinity (146 holes
totalling 10,725 meters), continued exploration drilling at the Gil project, and
less intensive exploration of other early-stage prospects elsewhere in the
Fairbanks region. The 2002 mineral exploration program may be modified from time
to time, in response to changing results from the work programs.

Drilling, Sample and Analysis, and Security of Samples

     Drilling is the principal tool utilized to explore for and define mineral
deposits in the Fairbanks mining district. Two types of drilling are utilized
during exploration and development programs at the various properties, diamond
core and reverse circulation drilling.

     Core drilling is the process of obtaining continuous cylindrical samples of
rock from drill holes by means of annular shaped rock cutting bits rotated by a
bore-hole drilling machine. Core drilling, also referred to as diamond drilling,
is commonly used to collect undisturbed and continuous samples from either
complete drill holes or intervals of holes that are of particular interest for
the purposes of detailed and comprehensive sampling, for geotechnical and rock
strength tests, or because alternative drilling methods may be incapable of
providing appropriate geological or geotechnical data.

     Reverse circulation is a method of rotary drilling whereby the drilling
medium is circulated to the drill bit face from the surface and the drill
cuttings that are ground up by the drill bit cutting face are removed from the
drill hole by

                                       A-10


the drilling medium (water, foam or other drilling muds and additives, or air)
inside the drill rods. Reverse circulation drilling is a generally accepted
method that is commonly used in mineral exploration and development drilling
programs throughout the world.

     Reverse circulation drill cuttings are collected at one and a half meter
intervals by a geologist or helper at each drill site. The data for each sample
is entered in digitized format on a log sheet. Occasional written comments are
also made on the log. In an effort to collect the most representative sample
possible, 85 millimeter diameter core holes have been drilled at the Fort Knox
and Ryan Lode deposits, while 64 millimeter core holes are drilled at True North
and Gil. Core is regularly photographed and then logged and sampled in one and a
half meter intervals. Data is entered on the logs in a digital format. Special
emphasis is placed on shear and vein orientations, as well as mineralization and
oxidation. A representative sample is retained for later use and the remainder
of each interval is submitted for assay.

     Drill samples are collected from the drill hole by personnel of the various
drilling contractors, under the direct supervision of Kinross staff. The samples
are labelled and placed in bags at the drill site and prepared for transport to
commercial laboratories for preparation and assay. All samples are either
delivered to the preparation facility by Kinross personnel, or are picked up at
a Kinross facility by employees of the laboratory.

     Duplicate samples are collected from every tenth sample and a check assay
is performed and compared to the original assay. As a form of quality control,
the inclusion of "blank" (unmineralized) samples within each sample shipment is
part of the standard procedure

     A pulp sample of known grade is also submitted to the laboratory. The
sample frequency is twice per core hole, and every 30 meters for reverse
circulation holes. These standards are prepared both in-house and by outside
laboratories over the different exploration seasons, and they represent
different ranges of gold grades. For samples with fire assays greater than 1.0
grams per tonne, the samples are resubmitted to the laboratory for a cyanide
soluble assay. The purpose of this procedure is to determine mill recovery
rates.

Mineral Reserve and Resource Estimates

     The following table sets forth the proven and probable reserves for the
Fort Knox mine and area as at December 31, 2001 and 2000.



                                                    2001                                 2000
                                      ---------------------------------    ---------------------------------
                                                 AVERAGE       GOLD                   AVERAGE       GOLD
                                      TONNES      GRADE       CONTENT      TONNES      GRADE       CONTENT
                                      -------    -------    -----------    -------    -------    -----------
                                      (000's)     (gpt)     (000's oz)     (000's)     (gpt)     (000's oz)
                                                                               
Proven..............................   59,212     0.83         1,575       104,834     0.80         2,678
Probable............................   44,708     1.05         1,508        20,302     1.50         1,008
                                      -------     ----         -----       -------     ----         -----
Total...............................  103,920     0.92         3.083       125,136     0.90         3,686
                                      =======     ====         =====       =======     ====         =====


     The December 31, 2001 Fort Knox reserves were calculated by Kinross in
accordance with definitions and guidelines adopted by CIM. The reserves were
calculated under the supervision of T. Wilton P. Geo., a Qualified Person
employed by Kinross with at least five years experience. The reserves were
calculated using a gold price of $300 per ounce and a gold cut-off grade of 0.69
to 0.43 grams per tonne depending on mining experience. Kinross estimates that
life of mine mill recovery will average approximately 88%. Proven and probable
reserves decreased by 603,000 ounces of gold in 2001. While 477,000 ounces were
consumed by production, 126,000 ounces were re-classified as resources due to
changes in pit design due to mining experience.

     In addition to proven and probable reserves, as at December 31, 2001,
Kinross has estimated 37.7 million tonnes of measured and indicated resources at
an average gold grade of 0.84 grams per tonne.

Mining and Milling Operations

     The Fort Knox and True North deposits are mined by conventional open pit
methods. Ore is removed from the Fort Knox open pit by 135 tonne haul trucks and
dumped directly into a gyratory crusher. Ore mined from the True North open pit
is moved by 75 tonne haul trucks and dumped in an ore stockpile area. The ore is
then placed into road licensed 55 tonne haulage trucks, trucked to and dumped
into the gyratory crusher at the Fort Knox mill 18 kilometres away. Current life
of mine plans based on reserves and resources of the two deposits have
production ending in 2011.

                                       A-11



     The processing facility at Fort Knox is a standard cyanide
leach/carbon-in-pulp ("CIP") milling process. The mill processes ore on a 24
hour per day, 365 day per year schedule. The mill processed 38,929 tonnes per
day during 2001. Ore is crushed to minus 10 inches in the primary gyratory
crusher and conveyed to a coarse ore stockpile near the mill. From the coarse
ore stockpile the ore goes by conveyor to a semi-autogenous grinding mill, which
operates in closed circuit with two ball mills and a bank of cyclones for
particle sizing. Correctly sized material flows to a thickener and into leach
tanks where cyanide is used to dissolve the gold. Dissolved gold is absorbed
into granular activated carbon particles in the CIP circuit. Carbon particles
loaded with gold are removed from the slurry by screening. The gold is stripped
from the carbon particles, plated onto a cathode by electrowinning, and melted
into dore bars for shipment to a refiner. The tailings slurry flows through a
cyanide detoxification process before flowing into the tailings impoundment
area. The only significant modification to the plant occurred in 1998 when a
pebble regrind crusher was added to the circuit to increase throughput. In 2002,
a tailings thickener is expected to be installed at a cost of approximately $5.0
million.


     The following table presents operating data for the Fort Knox mine for
years ended December 31 2001, 2000 and 1999.




                                                             YEAR ENDED      YEAR ENDED      YEAR ENDED
                                                            DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                2001            2000            1999
                                                            ------------    ------------    ------------
                                                                                   
Tonnes mined (000's of tonnes)............................    31,212.9        32,301.9        27,532.8
Ore processed (000's of tonnes)...........................    14,209.1        13,603.2        12,533.8
Gold grade (gpt)..........................................        1.05            0.94            0.95
Average gold recovery (%).................................          86              89              90
Gold equivalent production (oz.)..........................     411,221         362,959         351,120
Total cash costs ($/oz.)..................................         207             203             194
Total production costs ($/oz.)............................         314             294             322



     Gold equivalent production in 2001 was 411,221 ounces compared to 362,959
in 2000. In 2001, total cash costs were $207 per ounce of gold equivalent
compared to $203 in 2000. The Fort Knox mine 2001 business plan called for
450,000 ounces of gold equivalent production at total cash costs of $196 per
ounce of gold equivalent. The plan was predicated on production from the Fort
Knox open pit and supplemental feed from the recently acquired True North
deposit early in 2001.

     For 2001, cash production costs were $2.8 million lower than planned.
Unfortunately, the reduced spending did not compensate for the delays in
achieving commercial production at the True North open pit, due to a prolonged
permitting process, unacceptable performance of the haulage contractor during
the third quarter of 2001 and lower than anticipated ore grade in the upper
benches at the True North open pit during the third quarter of 2001. The fourth
quarter of 2001 results were on plan as Kinross acquired the haulage fleet and
is managing the ore haulage operations from the True North open pit to the Fort
Knox mill. In addition, the grade of the ore mined during the fourth quarter of
2001 at the True North open pit was as planned. Estimated gold equivalent
production for 2002 is 440,000 ounces at total cash costs of approximately $210
per ounce.

     Capital expenditures at the Fort Knox operations in 2001 were $20.2 million
compared to $17.6 million during 2000. The majority of capital expenditures for
2001 were required to purchase nine haulage trucks for the True North ore
haulage, complete the access road from the Fort Knox mill to the True North open
pit and for site infrastructure at the True North open pit. Planned capital
expenditures for 2002 are estimated to be $16.0 million.

Environmental and Site Restoration Costs

     In 2001, all activities at the Fort Knox and Area properties were, and have
continued to be, in compliance in all material respects with applicable
corporate standards and environmental regulations. Kinross estimates its site
restoration costs at the Fort Knox and Area properties to be $13.9 million of
which $5.8 million has been accrued as a long term liability of Kinross. The
balance will be accrued on a unit of production basis over proven and probable
reserves. Kinross has posted surety bonds totalling $13.5 million for site
restoration obligations with the state government.

                                       A-12


                                     [MAP]

                          [FAIRBANKS GOLD LETTERHEAD]


THE KINROSS/PLACER DOME JOINT VENTURE

General

     Kinross and Placer have entered into an asset exchange agreement (the
"Asset Exchange Agreement") and a joint venture agreement, both dated as of July
1, 2002, for the purpose of forming a joint venture that will combine the two
companies' respective gold mining operations in the Porcupine district in the
Timmins area, Ontario, Canada. Placer will own a 51% participating interest and
Kinross will own a 49% participating interest in the Porcupine Joint Venture,
which joint venture will be managed by Placer. The Porcupine Joint Venture
incorporates Placer's Dome mine and mill, Kinross' Hoyle Pond, Pamour and
Nighthawk Lake mines and the Bell Creek mill.

The Asset Exchange Agreement

     Pursuant to the Asset Exchange Agreement which was entered into as a step
in implementing the Porcupine Joint Venture, Placer transferred to Kinross an
undivided 49% interest in all of Placer's assets owned, used or thereafter
acquired by Placer or its affiliates and located within a 100 kilometre radius
of Placer's Dome Mill in or near Timmins, Ontario (the "Development Area") and
used in the gold mining, milling and exploration business and operations carried
on by Placer or its affiliates, including all real property, personal property,
inventory, certain accounts receivables, buildings, fixtures, facilities,
private roads and other assets located or acquired in the Development Area,
including all patented, leasehold, unpatented mining claims and licenses of
occupation recorded in the name of Placer or its affiliates, the benefit of any
royalty agreements in favour of Placer or its affiliates, the benefit of
Placer's leases and other contracts relating to Placer's real property and
mining claims in this area and the benefits which may be

                                       A-13


obtained under any existing actions, claims or other proceedings relating to
Placer's business in this area and all goodwill attributable to such business.

     Under the Asset Exchange Agreement, Kinross in turn transferred to Placer
an undivided 51% interest in all of Kinross' assets owned, used or thereafter
acquired by Kinross or its affiliates and located within the Development Area
and used in the gold mining, milling and exploration business and operations
carried on by Kinross or its affiliates, including all real property, personal
property, inventory, certain accounts receivable, buildings, fixtures,
facilities, private roads and other assets located or acquired in the
Development Area, including all patented, leasehold, unpatented claims and
licenses of occupation recorded in the name of Kinross, the benefit of any
royalty agreements in favour of Kinross or its affiliates, the benefit of
Kinross' leases and other contracts relating to Kinross' real property and
mining claims in this area and the benefits which may be obtained under any
existing action, claims or other proceedings relating to Kinross' business in
this area and all goodwill attributable to such business. Any interest that
Kinross may acquire in and to the project within the Development Area commonly
known as the Aquarius Project is excluded from the Porcupine Joint Venture
pending agreement between the parties to include it.

     Under the Asset Exchange Agreement, Kinross has also transferred all of its
contracts relating to its Timmins operations to Placer, and Placer assumed such
contracts as manager of the Porcupine Joint Venture for the benefit of both
parties and the exclusive use of the Porcupine Joint Venture. Placer's contracts
relating to its Timmins operations remain in the name of Placer, which will hold
such contracts as manager of the Porcupine Joint Venture for the benefit of both
parties and the exclusive use of the Porcupine Joint Venture.

The Porcupine Joint Venture Agreement

     The purpose of the Porcupine Joint Venture is to engage in operations
relating to the mining, milling, exploration and development of the properties
subject to the Porcupine Joint Venture, and to perform any other activity
necessary, appropriate or incidental to the foregoing. The term of the Porcupine
Joint Venture is from July 1, 2002 and until so long thereafter as ores and
mineral resources are produced from the assets forming part of the Porcupine
Joint Venture and all reclamation obligations, liabilities or responsibilities
under applicable laws or instruments of title relating to operations under the
Porcupine Joint venture have ceased or been satisfied, to a maximum of 99 years,
unless the Porcupine Joint Venture is earlier terminated pursuant to the terms
of the Porcupine Joint Venture Agreement.

     Each of Kinross and Placer is obligated to contribute funds from time to
time to the Porcupine Joint Venture in proportion to their respective
participating interests, pursuant to adopted programs and budgets.

     Under the Porcupine Joint Venture a party's participating interest may be
reduced upon the election by such party not to contribute to an adopted program
and budget for the Porcupine Joint Venture, or in the event of a default by such
party in making its agreed upon contribution to an adopted program and budget.

     In addition, if a party's participating interest is reduced to less than
10%, the other party may elect that the first party be vested with a 2% net
smelter returns royalty on ores and minerals mined from the properties subject
to the Porcupine Joint Venture and the first party shall be deemed to have
transferred its remaining participating interest to the other party.

Porcupine Joint Venture Operations

     The Porcupine Joint Venture operations consist of the Dome underground and
open pit mine and mill, the Hoyle Pond underground mine and the Bell Creek mill
and tailings storage facility. In addition, the Porcupine Joint Venture
operations consist of a number of former producing mines, most notably the
Pamour and Nighthawk Lake mines. The Porcupine Joint Venture operations employed
approximately 842 people at July 1, 2002. READERS ARE CAUTIONED THAT THE
INFORMATION SET OUT IN THIS SECTION IS OF A HISTORICAL NATURE AND DOES NOT
REFLECT THE FORMATION OF THE PORCUPINE JOINT VENTURE.

     The only producing mines forming part of the Porcupine Joint Venture in
Timmins at present are the Dome mine and the Hoyle Pond mine.

     All of the information included therein on the Dome property has been
provided by Placer.

                                       A-14


Property Description and Location

     Hoyle Pond Underground Mine and Bell Creek Mill

     The Hoyle Pond underground mine, mineral claims and the Bell Creek mill are
located in Hoyle Township in Timmins, Ontario on 899 hectares of patented land,
441 hectares of land leased from the province and one private lease covering 65
hectares. The private lease is for a term of 20 years and is in good standing
until May 31, 2005. There are also two contiguous staked mining claims covering
32 hectares located in Whitney Township south of Hoyle Township. Kinross owns an
additional 10,164 hectares of exploration properties nearby.

     There are various royalties on the Hoyle Pond underground mine land
package. The only royalty requiring payment at present is a tonnage based
royalty on the private lease. Royalty payments were $0.1 million in both 2001
and 2000.

     All requisite permits have been obtained for the mining and continued
development of the Hoyle Pond underground mine and the Bell Creek mill and are
in good standing and the Porcupine Joint Venture is in compliance with Hoyle
Pond and Bell Creek permits in all material respects.

     Dome Mine and Mill

     The Dome underground and open pit mine and mill are located within the city
limits of Timmins, Ontario, on an area that covers over 2,740 hectares of staked
and patented mining claims held or under option, including the Preston property
that lies to the south and east, immediately adjacent to the Dome property, the
Paymaster property that lies to the west of the Dome open pit and the Vedron
property that lies south of the Paymaster property.

     A two percent net smelter royalty is payable on production from the
Preston, Paymaster and Vedron properties. No other royalties are payable on the
Dome property.

     All requisite permits have been obtained for the mining and continued
development of the Dome underground and open pit mine and mill and are in good
standing the Porcupine Joint Venture is in compliance with such permits in all
material respect.

     Pamour and Nighthawk Lake Mines

     The Pamour open pit and Nighthawk Lake underground mines and mineral claims
are located in Timmins Ontario on 12,385 hectares in 675 claim units. The Pamour
mine is approximately two kilometres south of and contiguous with the Hoyle Pond
mine while the Nighthawk Lake mine is approximately 17 kilometres southeast of
Hoyle Pond. There has been no production at these mines since their acquisition
in 1999.

Accessibility, Climate, Local Resources, Infrastructure, and Physiography

     Access to the Hoyle Pond mine from Timmins is by 20 kilometres of paved
highway and three kilometres of unpaved roads. The Pamour mine is located two
kilometres south of the Hoyle Pond mine and accessible by an unpaved road. The
Nighthawk lake mine is located 17 kilometres southeast of the Hoyle Pond mine
and accessible by 10 kilometres of paved roads and seven kilometres of unpaved
roads. The area climate is cold winters and hot summers. Temperatures range from
below -40 Celsius to above +30 Celsius. Mean precipitation is approximately 80
centimeters annually.

     The topography of the area is typical of the Canadian Shield and consists
of an irregular surface with moderate relief. The topographic highs are the
result of bedrock outcrops and are surrounded by low lying areas of poorly
drained wetlands. Vegetation includes spruce, pine, poplar and birch trees and
various shrubs, grasses and mosses. The elevation ranges from 200 meters to 300
meters.

     The Bell Creek milling operation obtains its processing water from the Bell
creek located within the permitted property area. The land package includes
areas where additional tailings storage areas can be permitted. The current
tailings storage area has sufficient capacity for the next several years of
planned production. Power is provided to the mine and mill by Ontario Hydro.

     Access to the Dome mine is by paved road from the town of South Porcupine,
6 kilometres east of Timmins on Highway 101. Rail freight service is available
from the Falconbridge -- Kidd Creek metallurgical site 8 kilometers east of the
mine. The area climate is cold and dry winters and warm and moderately humid
summers. Temperatures range from below -40 celsius to above +30 celsius. Mean
rainfall is approximately 80 centimeters annually.

                                       A-15


     The terrain in the Timmins area is predominantly flat, with local relief
rarely exceeding 20 metres. The elevation for Tisdale township rises from 230
meters to 312 meters.

     Large areas of muskeg are common in southern Tisdale Township, which
includes Dome mine. Vegetation around Dome mine consists of Jack Pine, Poplar
and small bushes in drier areas; Spruce and Alder in the lower, wetter areas;
and Lichen with sparse trees in areas of large outcrops. Areas that were burnt
by the 911 fire are covered by scrub and secondary regrowth.

     The dominant suficial material in the Dome mine area is glacial till
overlain by glaciolacustrine silts and clays. Mine waste and tailings cover some
areas closer to the mine.

History

     Land was first staked in the vicinity of the present day Pamour mine in
1910. Limited production was achieved from 1911 to 1914. The property remained
idle from 1914 to 1923. Between 1923 and 1935 several mining syndicates carried
out exploration work. In 1935 and 1936 the Pamour No. 3 shaft was sunk and a 650
tonnes per day mill was constructed. In 1938 the mill capacity was increased to
1,300 tonnes per day by installing new equipment. During the 1950's mill
throughput averaged 1,500 tonnes per day. In 1972, the mill was expanded to
treat 2,275 tonnes per day as production from the nearby Aunor mine was
processed at the Pamour mill. Open pit mining at the Pamour mine began in 1976
and continued until 1999. Kinross acquired the Pamour mine in 1999.

     The Hoyle Pond discovery hole was drilled by Texas Gulf in 1980. The area
was explored in 1980 to 1982. The mine was developed by ramp in 1983 and 1984.
The mine has been in continuous production since 1982 and was acquired by
Kinross pursuant to the merger with FGC in 1993. Since 1993, Kinross has
conducted exploration programs and underground development has added significant
additional mineralization. From 1994 to 1999 Kinross sunk an 815 meter shaft and
developed a second ramp to access underground workings. The Bell Creek mill has
gone through a series of expansions with current capacity of 1,500 tonnes per
day.

     The Dome deposit was discovered in 1909. Operations commenced in 1910,
producing 214 ounces of gold. After a fire destroyed the first mill, a new mill
was officially opened in 1912. Due to World War I, the mill was shut down from
1917 to 1919. In 1929 the mill was destroyed by fire for a second time and put
back into operation in 1930. In 1984 the mill capacity was increased from 2,000
to 3,000 tons per day. Part of the extension included a new vertical shaft, the
No. 8 shaft which was sunk from the surface to a depth of 1,667 meters. In 1988,
due to a skipping accident, No. 8 shaft was not producing, and therefore open
pit mining was commenced. From 1992 to 1996, Placer produced from the Paymaster
property. In 1995, an expansion of the operations, which included an enlarged
open pit and increase in milling capacity was completed. As a result, full
production from the expanded open pit was achieved and mine production increased
from a nominal rate of 3,400 tonnes per day in 1994 to 9,100 tonnes per day in
1995. In 1997, the Preston property was purchased and pit mining was commenced.

Geological Setting and Mineralization

     The Hoyle Pond Main Zone and 1060 Zone deposits, both of which are in
production, occur on opposite limbs of an open, northeast plunging F2 antiformal
structure, hosted within carbonatized north-dipping sheared and metamorphosed
tholeiitic basalts. The 7 Vein system occurs as a series of stacked, flat to
gently northeast dipping veins at the nose of the antiformal structure.
Mineralization occurs as coarse, free gold in white to grey-white quartz veins
with variable ankerite, tourmaline, pyrite and local arsenopyrite. Alteration
halos are generally narrow, consisting of mainly grey zones (carbon, carbonate,
sericite, cubic pyrite) in the Hoyle Pond system, and carbonate-sericite, with
fuchsite, pyrite, arsenopyrite and trace chalcopyrite, sphalerite within the
1060 structures.

     The Hoyle Pond Main Zone includes a series of generally northeast striking,
linked quartz vein zones (at least 11 veins of economic significance) folded on
a small scale with moderate west trending and northeast plunging fold axis. The
1060 Zone consists of at least five main vein structures (B1, B2, and B3 Zones,
A Zone and Porphyry Zone) with orientations ranging from north to northeast with
generally subvertical dips.

     The Pamour mine is located approximately one kilometre north of the Destor
-- Porcupine Fault Zone and overlies an east-west trending unconformity between
Tisdale Group volcanic rocks and Timiskaming Group sediments. Volcanic rocks
occupy the area north of the mine and the unconformity, and include interlayered
mafic to ultramafic units. Sedimentary rocks occupy the area south of the
unconformity and include greywacke, argillite and conglomerate. A distinct unit
of clastic sediments marks the unconformity itself. Gold mineralization is
hosted by both volcanic and sedimentary units and related to both individual
quartz veins and vein swarms, which trend mainly east-west. Volcanic-
                                       A-16


hosted ore bodies include shallow north-dipping single vein structures within
mafic volcanics, as well as irregular shaped vein swarms along various
lithologic contacts within the volcanic sequence. Sedimentary hosted ore bodies
include irregular shaped vein swarms along the unconformity as well as narrow,
steep south-dipping veins in greywacke further to the south.

     The Nighthawk Lake mine is located along the Nighthawk Lake Break, a branch
fault of the Destor Porcupine Fault Zone. Rocks in the vicinity of the Nighthawk
Lake mine consist of mafic to felsic volcanics, intruded by irregular masses of
albitite and syenite. Gold mineralization occurs both within the volcanic rocks
and intrusives, and generally shows a close spatial association with strong
carbonate alteration, brecciation, quartz veining and pyrite or arsenopyrite.
Based on past work, orebodies at the mine have been subdivided into six main
zones including the: Main Zone, No. 1 Zone, No. 4 Zone, Ramp Zone, "A" Zone and
Deadman Island Zone.

     The Dome mine lies on the south limb of the Porcupine syncline in an area
where the Keewatin volcanic rocks are overlain by the Timiskaming
metasedimentary slates and conglomerates.

     Gold mineralization is found in a number of different rock types and in
association with a number of different structural settings. Mineralization in
the district is commonly associated with the northeasterly plunge of the
Porcupine syncline.

     At the mine site, the local sequence of north dipping metavolcanics and
metasedimentary rocks have been folded to form a northeasterly plunging
structure, referred to as "Greenstone Nose". Sediments consisting of
conglomerates, slates and greywackes are draped around this structure and form
the "Sedimentary Trough" on the south side.

     Mineralization occurs mainly in association with structurally controlled
quartz and quartz-ankerite veins. Principal orebodies can be classified into
three main types: Long narrow veins in shear zones parallel to the stratigraphic
trend; swarms of en-echelon veins and stockworks of veins; and disseminated
mineralization, in which the gold is associated with pyrite and/or pyrrhotite
and little or no vein material is present.

     Immediately south of "Sedimentary Trough" lies an east-west striking,
highly strained zone in which magnesium rich, carbonatized rock occurs. This
highly altered zone corresponds to the trace of the ductile Dome Fault
interpreted to represent a branch off the main Destor-Porcupine Fault. To the
west, the Dome Fault Zone passes between two major porphyritic intrusive bodies
-the Paymaster and the Preston Porphyries. To the south of the Dome Fault Zone
are the "Southern Greenstones", a south-dipping sequence of basalts consisting
of massive and pillowed flows.

     At the Paymaster property, historic mining operations extracted ore from
ankerite veins in mafic units and quartz veins in porphyry. The majority of
mineralization being targeted by current exploration is hosted by carbonated and
sulphidic greenstone adjacent to and within flexures in the mafic/ultramafic
contact (36 Zone).

Exploration

     Exploration expenditures within the Hoyle Pond mine totalled $1.0 million
during 2001. A total of 34,320 metres of diamond drilling was completed
primarily from underground workings. The focal target of exploration drilling
was the 1060 Zone, with smaller amounts of drilling targeting structures within
the 7 Vein structures and the Hoyle Pond Main Zone. Exploration successfully
increased proven and probable reserves by approximately 10% for 2001 year end
reserves. The 2002 budget for mine site exploration (prior to the Porcupine
Joint Venture) is $1.0 million to target structures primarily within the 1060
Zone.

     Kinross' regional exploration within the Timmins camp totalled $0.3 million
during 2001; almost all of this was spent during the fourth quarter. A total of
7,753 metres of diamond drilling explored targets at Pamour North, the McIntyre
Central Porphyry Zone (CPZ) and at Coniaurum. The exploration budget for 2002
(prior to the Porcupine Joint Venture) is approximately $1.7 million.
Exploration will include targets at Pamour North, McIntyre CPZ, Coniaurum,
Hallnor, Hopson and Wetmore.

     In the case of the Dome property, during 2001, underground exploration
continued in a variety of geological settings. Targets included the 36 and 66
zones at depth, and the dacite and sed zones. All geological domains are being
reviewed for bulk zone targets. The underground exploration and delineation
program in 2001 consisted of 367 meters of development and 4,173 meters of
diamond drilling. In addition $380,000 was spent on drift rehabilitation to
access old areas.

     Placer's regional exploration within the Timmins camp totaled $3.1 million
during 2001. Expenditure was committed to compilation and interpretation of
regional geophysical and geochemical data, development of 3-D

                                       A-17


structural models, drilling identified targets (21,900 meters), acquiring
properties and forming joint ventures on prospective land holdings. The
exploration budget for 2002 (prior to the Porcupine Joint Venture) is
approximately $3.2 million.

Drilling, Sample and Analysis and Security of Samples

     Kinross' Diamond core drilling at the mine site during the year ended
December 31, 2001 consisted of underground core drilling and surface exploration
diamond core drilling. Sampling is conducted on a daily basis through the use of
chip samples, muck samples, and test holes (sludge samples). Ore development is
sampled at intervals of two to five meter intervals through the use of chip
samples and muck samples. Stopes are sampled at five meter intervals where
practical, and stope muck is sampled at intervals of 1 muck sample every 20-40
tonnes.

     Samples are analysed at either the Bell Creek assay lab (on-site lab
operated by Kinross' personnel) or at an independent assay lab. Most muck and
chip samples and surplus definition drill core are processed at the Bell Creek
lab. All exploration drill core and overflow muck, chip and definition drill
core is processed at the independent assay lab. Samples at the Bell Creek lab
are analysed using conventional fire assay methods with a gravimetric finish.
Samples at the independent lab are analysed using conventional fire assay
methods with a gravimetric finish for a samples containing coarse visible gold
are identified on the sample tag. Each of these samples will have a second
reject analysed as well as a check assay from the first reject resulting in a
minimum of three determinations. Check assays for all samples are conducted at
the Bell Creek lab twice on each tray of 25 samples. Blank samples are analysed
at the Bell Creek lab twice on each tray of 25 samples, and a standard is
checked at least once on a tray of 25 samples. At the independent lab, check
assays are determined every 8-10 samples, and a blank and a standard are
analysed approximately every 30 samples.

     In the case of the Dome property, samples from surface and underground
production and exploration are analyzed primarily at the Dome mine site assay
laboratory. Check assays are processed both by the on site laboratory and
external laboratories. Multi-element analysis is conducted offsite. All gold
analyses are done by conventional fire assay methods with an AA finish. Samples
showing visible gold are assayed using either a gravimetric finish or pulp
metallic assay.

     Underground ore development is sampled at intervals of two to three meter
intervals through the use of chip samples and muck samples. Cut and fill stopes
are sampled at approximately one sample for 30 tonnes, longhole stopes are
sampled at approximately one sample for 60 tonnes and bulk zones are sampled at
approximately one sample for 60 tonnes.

     Open pit samples are collected from blasthole cuttings at approximately 10
meter intervals. In ore zones, a single sample is collected from each hole and
represents approximately 450 tonnes of ore. Waste zones are sampled at one in
four holes.

Mineral Reserve and Resource Estimates

     The following table sets forth the proven and probable reserves for the
Hoyle Pond mine as at December 31, 2001 and 2000. The proven and probable
reserves reported below do not take into account the changes to reserve data
that may result from the Porcupine Joint Venture.



                                                         2001                                2000
                                           --------------------------------    --------------------------------
                                                      AVERAGE       GOLD                  AVERAGE       GOLD
                                           TONNES      GRADE      CONTENT      TONNES      GRADE      CONTENT
                                           -------    -------    ----------    -------    -------    ----------
                                           (000'S)    (GPT)      (000'S OZ)    (000'S)    (GPT)      (000'S OZ)
                                                                                   
Proven...................................    367       13.31        157          362       12.20        142
Probable.................................    554       14.04        250          568       12.40        227
                                             ---       -----        ---          ---       -----        ---
Total....................................    921       13.74        407          930       12.30        369
                                             ===       =====        ===          ===       =====        ===


     The December 31, 2001 Hoyle Pond reserves were calculated by Kinross in
accordance with definitions and guidelines adopted by the CIM. The reserves were
calculated under the supervision of R. Cooper, P. Eng. and A. Still AGO, both
Qualified Persons employed by Kinross with at least five years experience. The
reserves were calculated using a gold price of $300 per ounce and a cut-off
grade between 7 and 8 grams per tonne for the Hoyle Pond Main Zone and between 8
and 10 grams per tonne for the 1060 Zone depending upon width and attitude of
the veins. High-grade assays were reduced to a maximum grade of 200 grams per
tonne in the Hoyle Pond Main Zone structure and the

                                       A-18


high-grade Porphyry Zones east of the dyke, and 100 grams per tonne in the 1060
Zone structure. Based on mining experience, an allowance for mining dilution of
10% to 30% at established background values ranging from 0.6 to 0.8 grams per
tonne has been made. Proven and probable reserves increased by 38,000 ounces in
2001, of which 138,000 ounces were consumed by production, economic and
engineering parameter changes added 14,000 ounces and exploration activities
added 162,000 ounces. Kinross estimates that mill recovery will be approximately
88%.

     In addition to proven and probable reserves, Kinross has estimated 1.2
million tonnes of measured and indicated resources at the Hoyle Pond mine at an
estimated average gold grade of 9.45 grams per tonne.

     The following table sets forth the proven and probable reserves for the
Pamour mine as at December 31, 2001 and 2000. The proven and probable reserves
reported below do not take into account the changes to reserve data that may
result from the Porcupine Joint Venture.



                                                       2001                                2000
                                         --------------------------------    --------------------------------
                                                    AVERAGE       GOLD                  AVERAGE       GOLD
                                         TONNES      GRADE      CONTENT      TONNES      GRADE      CONTENT
                                         -------    -------    ----------    -------    -------    ----------
                                         (000'S)    (GPT)      (000'S OZ)    (000'S)    (GPT)      (000'S OZ)
                                                                                 
Proven.................................      --        --          --            --        --          --
Probable...............................  14,167      1.65         753        14,167      1.65         753
                                         ------      ----         ---        ------      ----         ---
Total..................................  14,167      1.65         753        14,167      1.65         753
                                         ======      ====         ===        ======      ====         ===


     The December 31, 2001 Pamour reserves were calculated by Kinross in
accordance with definitions and guidelines adopted by the CIM. The reserves were
calculated under the supervision of R. Cooper P. Eng., a Qualified Person
employed by Kinross with at least five years experience. The reserves were
calculated using a gold price of $300 per ounce and a cut-off grade of 0.96
grams per tonne. Proven and probable reserves increased by 753,000 ounces in
2000 upon completion of feasibility study on the Pamour mine. Kinross estimates
mill recovery to be approximately 87%.

     In addition to proven and probable reserves, Kinross has estimated 37.6
million tonnes of indicated resources at the Pamour mine suitable to open pit
mining at an estimated average gold grade of 1.5 grams per tonne.

     In addition to the reserves and resources at Hoyle Pond and Pamour mines,
Kinross has calculated resources at a number of additional properties owned by
Kinross in the Timmins area. Measured and indicated resources amenable to
underground mining amount to an additional 2.6 million tonnes at an estimated
average grade of 4.4 grams per tonne. Measured and indicated resources amenable
to open pit mining amount to an additional 7.3 million tonnes at an estimated
average grade of 2.0 grams per tonne.

     As the changes resulting from the Porcupine Joint Venture have not yet been
ascertained, Kinross is not yet able to determine the relevant reserves for the
properties forming part of the Porcupine Joint Venture, including the reserves
for the Dome mine. For the proven and probable reserve information for the Dome
mine as of December 31, 2001 and 2000, reported by Placer, without taking into
account the Porcupine Joint Venture, readers should refer to Placer's Annual
Information Form dated February 14, 2002 and its Annual Information Form dated
February 15, 2001.

Mining and Milling Operations

     The Hoyle Pond operations consist of an underground mine serviced by two
declines and one shaft. The underground operations comprise of 17 main levels,
with the shallowest at 40 meters below surface and the deepest at 720 meters
below surface. The Hoyle Pond ramp extends down to the 280 meter level and
services the Hoyle Pond and 7 vein zones. The 1060 ramp extends to the 720 meter
level and services the 1060 Zone. Underground development completed in 2001
involved the extension of the 1060 ramp to the 700 meter level and the
excavation of an internal ore and waste pass system, complete with chutes. The
2002 business plan involves an extension of the 1060 ramp to the 820 meter
level. The shaft was completed in 1997 to a depth of 815 meters below surface.
Total production (ore and waste) is transported to the loading pocket by means
of an ore/waste pass system and hoisted to surface in 6.5 tonne skips. The
surface infrastructure consists of administration buildings, maintenance,
compressed air and hoisting facilities. Current life of mine plans based on
reserves and resources have production ending in 2009.

     The mineralized zones at Hoyle Pond are narrow high-grade veins, dipping
from 30 to 90 degrees. Mining methods used are cut and fill, shrinkage, panel
and longhole methods.

     The processing facility at Bell Creek is a standard CIP milling process.
The mill processes ore on a 24 hour per day, 365 day per year schedule. The mill
processed 1,216 tonnes per day during 2001. Ore is crushed to minus one half

                                       A-19



inch in the primary crusher and conveyed to a grinding circuit, which operates
in closed circuit with two ball mills, two gravity Knelson concentrators and a
bank of cyclones for particle sizing. Correctly sized material flows to a
thickener and into leach tanks where cyanide is used to dissolve the gold.
Dissolved gold is absorbed into granular activated carbon particles in the CIP
circuit. Carbon particles loaded with gold are removed from the slurry by
screening. The gold is stripped from the carbon particles, plated onto a cathode
by electrowinning, and melted into dore bars for shipment to a refiner.


     The following table presents operating data for the Hoyle Pond mine for
years ended December 31 2001, 2000 and 1999.




                                                             YEAR ENDED      YEAR ENDED      YEAR ENDED
                                                            DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                2001            2000            1999
                                                            ------------    ------------    ------------
                                                                                   
Ore processed (000's of tonnes)...........................      443.9           460.6           419.1
Gold grade (gpt)..........................................      12.40           11.27           11.51
Average gold recovery (%).................................         88              84              88
Gold equivalent production (oz.)..........................    156,581         140,441         136,709
Total cash costs ($/oz.)..................................        182             209             210
Total production costs ($/oz.)............................        265             303             292



     Gold equivalent production in 2001 was 156,581 ounces compared to 140,441
ounces in 2000. In 2001, total cash costs were $182 per ounce of gold equivalent
compared to $209 in 2000. Cash production costs were on plan during 2001, 14%
lower than in 2000. This reduced spending combined with higher gold equivalent
production due to a 10% increase in the grade of ore processed, resulted in
lower per ounce total cash costs. Estimated gold equivalent production for 2002
is 145,000 ounces at total cash costs of approximately $193 per ounce.

     Capital expenditures at the Hoyle Pond operations in 2001 were $7.9 million
compared to $13.8 million during 2000. The majority of capital expenditures for
2001 were required to further advance the 1060 ramp, underground development
drilling and underground fleet replacements. Planned capital expenditures for
2002 are estimated to be $8.6 million.

     At the Dome mine underground mining is currently underway from the surface
to a depth of 1,340 metres. The main production and service shaft is the No. 8
shaft which extends 1,650 metres in depth. In 2001, the proportion of
underground ore provided by cut and fill mining was 4%, longhole mining provided
82% of the ore and development provided 14% of the ore.

     The Dome Open Pit is being mined in three stages. Development of the final
stage commenced in the summer of 1998. Mining is conducted using conventional
open pit mining methods. All mining is carried out on 9.1 metre benches. Pit
wall inter-ramp angles vary but average 52 degrees. Haulage ramp gradients are
set to 10%.

     Conventional open pit mining equipment is used. The mining fleet includes
diesel powered drills, electric cable shovels, 136 tonne haulage trucks,
front-end loaders, dozers and other support equipment.

     Ore estimations for the open pit include allowances for the presence of
mined-out underground workings. Open pit mining costs reflect the specialized
drilling, blasting and backfilling that is required to ensure that open pit
mining can proceed safely through these underground workings. Overburden
encountered in the upper portions of the open pit is stockpiled for use in
reclamation. Rock dumps are contoured and re-vegetated on an ongoing basis as
part of normal open pit operations.

     In 2001, the underground mine provided 2,116 tonnes per day and the open
pit 9,180 tonnes per day. Open pit mineral reserves will be depleted in 2004.
Stockpiled ore is expected to sustain mill operations until the year 2007.

     Gold is recovered using a combination of gravity concentration and
cyanidation techniques. The flowsheet consists of primary crushing, secondary
crushing, rod/ball mill grinding, gravity concentration, cyanide leaching,
carbon-in-pulp gold recovery, stripping, electrowinning and refining. The
current mill facilities process over 11,500 tonnes of ore per day.

Environmental and Site Restoration Costs

     In 2001, all activities at Kinross' Timmins operations were, and have
continued to be, in compliance in all material respects with applicable
corporate standards and environmental regulations. Kinross estimates its site

                                       A-20


restoration costs at its Timmins operations to be $11.4 million of which $3.3
million has been accrued as a long term liability of Kinross. The balance will
be accrued on a unit of production basis over proven and probable reserves.
Kinross has posted surety bonds and letters of credit totalling $2.6 million for
site restoration obligations with the provincial government.

     Work began at the Dome property as early as 1910. Prior to mining activity
the setting of the camp was undisturbed Northern Ontario boreal forest. A formal
closure plan for the properties has been filed with the government. It calls for
restoration of the sites, both physically and chemically. Reclamation is
ongoing; approximately 270 hectares of tailings and waste dumps has been
reclaimed since the end of 1999.

     The Dome Watchful Eye (DWE) is the name given to a stakeholder group that
has been formed to support Dome Mine's Sustainability Policy. Community
membership was solicited at a Town Hall meeting at the Whitney Arena in May
1999. The main goal of this relationship is to recognize and understand
requirements, expectations and concerns of all parties. The group seeks to
critically examine identified issues and work with mine management to develop
strategies through consensus that meet the mutual needs of stakeholders, the
community and the company throughout and beyond the mine life.

     The Dome Watchful Eye committee was bestowed the prestigious Award of Merit
presented by the City of Timmins Mayor elect Jamie Lim for it's commitment and
dedication to our environment.

                                     [MAP]

                                       A-21


                                     [MAP]

KUBAKA MINE, RUSSIAN FEDERATION

     Kinross indirectly owns a 54.7% interest in Omolon Gold Mining Company
("Omolon"), a Russian joint stock company. The joint stock company is operated
under a contractual agreement whereby an indirect subsidiary of Kinross is the
operator and manager. The major assets of the joint stock company are the Kubaka
mine and the Birkachan exploration project located in the Russian Far East. The
majority of Kinross' ownership interest in the Kubaka mine was acquired as a
result of the Kinam Merger on June 1, 1998. The Kubaka mine employed
approximately 460 people at December 31, 2001.

Property Description and Location

     The Kubaka open pit mine, infrastructure and mining concession covers
approximately 897 hectares located 320 kilometres south of the Arctic Circle and
950 kilometres northeast of the major port city of Magadan. Omolon holds the
license from the Russian government to operate the Kubaka Mine (the "Kubaka
License"). The Kubaka License terminates in 2011, subject to extension of up to
an additional two years, and limits the ownership of a foreign entity in Omolon
to a maximum of 56%. The Kubaka License establishes certain production
requirements for the Kubaka mine and requires the payment of a 3% royalty on the
total value of the gold extracted. In 2001, the Kubaka mine was subject to total
royalty and production based taxes of 11.8%. Kinross' proportionate share of
royalties and

                                       A-22


production based taxes were $5.3 million in 2001 compared to $7.0 million in
2000. In addition, a 5% export tariff existed at December 31, 2001. The 5%
export tariff was cancelled in February 2002.

     The Birkachan exploration project covers approximately 515 hectares and is
located 28 kilometres north of the Kubaka operations. Omolon holds the license
from the Russian government to conduct exploration activities at Birkachan.
Kinross is currently in discussions with various departments of the Russian
government to obtain the necessary mining license to initiate mining at the
Birkachan project.

     All requisite permits have been obtained for the mining and continued
development of the Kubaka open pit mine and are in good standing. Kinross is in
compliance with the Kubaka and Birkachan permits in all material respects.

Accessibility, Climate, Local Resources, Infrastructure, and Physiography

     Access to the Kubaka mine is by air from Magadan or by 700 kilometres of
unpaved road and 380 kilometres on a winter ice road. The winter ice road is
generally open from January until April and primarily used to ship the materials
and supplies necessary for the next years' production. The mine operates in
Arctic conditions. Daylight sunlight varies from 4 to 20 hours per day.
Temperatures range from below -50 Celsius to above 20 Celsius. Mean
precipitation is approximately 40 centimeters annually.

     The area is described as mountainous with some rugged topography. The
slopes have gentle concavity with a steepness of between 10 and 30 degrees. The
site is situated in permafrost. The natural vegetation at the site consists of
moss, low shrubs and small larch trees. In the valley bottom the ground surface
is hummocky and grass covered. The elevation ranges from 500 to 1,000 meters.

     Water utilized in the mill for processing the ore is obtained from four
sources: fresh water from a well 650 meters south of the mill complex, fresh
water from the Dukat tailings dam immediately south of the mill, reclaimed water
from the tailings dam facility, and waste water from the sewage treatment plant.

     Electrical power at Kubaka is generated at site with seven 3516 Caterpillar
diesel generators, each producing 1500 kilowatts. Generally, four of the
generators are utilized in the summer and five in the winter, providing power
for the crusher and mill complex, office, and maintenance shop. Three G72M
diesel generators, each producing 800 kilowatts, provide power for the man camp.
Typically only one of these is utilized at any time, with two on standby.

History

     The Kubaka Deposit was discovered in 1979 during a geological survey
conducted by the State Geological Exploratory Expedition. While conducting a
group geological survey between 1983 and 1987, preliminary data on the
parameters and morphology of the ore bodies and on the scales of mineralization
was obtained. Between 1986 and 1992, the Central Ore Zone and Northern Ore Zones
were explored in detail and confirmed the economic merit of developing the
project.

     In 1987, a small open pit was operated with the ore being processed at the
Karamken and Omsukchan processing plants. In 1992, an 80,000 tonne per year
pilot process plant was constructed at the site and utilized a gravity /
flotation process.

     In 1992, the comprehensive ore reserves of the Northern ore zones passed
State approval of reserves and were transferred to the Evensk stock society for
industrial development. Ore recovery began in 1993 with the ore processed at the
Karamken Processing Plant.

     In 1992, Ore Reserves for the Kubaka Deposit were calculated and passed
State approval on July 19, 1993. In 1993, bidding was opened for commercial
development rights to the mineral resources of the Kubaka and Evenskoye
deposits. Omolon, a joint stock organization including five Russian partners and
Cyprus Amax won the bid and was issued the mining license for the Kubaka
deposit.

     Construction of the mine and milling complex commenced in 1995 and was
completed at a total capital cost of approximately $242 million. This amount
includes certain financing costs, working capital and approximately $14 million
in capitalized interest. Commercial production was achieved at Kubaka on June 1,
1997.

Geological Setting and Mineralization

     The Kubaka gold deposit is located in an area of highly weathered Paleozoic
volcanic rocks resting on a Precambrian crystalline basement. The Kubaka ore
deposit is an epithermal quartz-adularia vein system hosted by

                                       A-23


volcanic rocks and their sedimentary derivatives. Kubaka is older than, but
otherwise very similar to, volcanic hosted epithermal gold deposits found in the
North American Western Cordillera.

     The ore body was formed in the Devonian time period. It is located in a
caldera represented by a crest like depression about 2.5 kilometres in width and
4.2 kilometres in length. The strata are complex and consist of sedimentary
tuffs from the mid to late Devonian in age. Tuffs and sandy tuff units are the
main traps for the gold mineralization. These are a few meters to tens of meters
thick. The gold bearing fluids utilized the ignimbrites for conduits and are 40
to 60 meters thick.

     Commercial grade mineralization is found in three steeply dipping veins:
North, Central, and Zokol. The Zokol is not economic due to technical and
hydrological issues. The main Kubaka vein is steeply dipping and outcrops at the
surface. The vein consists of massive to finely banded quartz. Gold and silver
(electrum and other minerals) occurs in quartz. The gold to silver ratio is
approximately one to one.

Exploration

     In 1999, Kinross began an extensive drilling program looking for
alternative mill feed for the Kubaka operations beyond the then known mine life.
In 2000, these activities identified the Birkachan project located 28 kilometres
north of the Kubaka processing plant, 35 kilometres by winter road. Additional
exploration drilling continued during 2001. Current plans for 2002 are to
continue the exploration activities at Birkachan, and convert the current
exploration license to a mining license. Kinross will focus its exploration
activities to identify resources that can be quickly converted into reserves and
provide mill feed for the Kubaka processing plant in 2003 or 2004.

Drilling, Sample and Analysis and Security of Samples

     The resource has been explored using reverse circulation and diamond core
drilling, with the majority being diamond core drilling. The resource is drilled
on 20-meter sections, and in areas of complex geology or high grade, is drilled
on 10-meter sections. The majority of the diamond drill holes are drilled at
right angles to the vein, typically dipping 70 to 75 degrees. All of the
exploration and reverse circulation infill data is included in the geologic
model.

     Sample recovery for all the sampling methods is high. Very little water has
been encountered in both the diamond drilling and reverse circulation drilling.

     Samples are delivered to the assay department under direct control of the
geology department. All information is checked and verified by the geological
staff prior to entry into the geological database that is used to create the
resource models.

     The local geologists and the technical services departments of Kinross have
developed the geological models. The reconciliation of the Kubaka geology models
with mining to date indicates a good geological representation of the deposit by
the block model.

     Drill and other exploration samples collected for use for geological
modeling and resource estimation have been under the direct supervision of the
geological department and delivered to the assay laboratory under secure
conditions. Ten to fifteen percent of all samples are resubmitted to the site
laboratory as check samples. This includes all exploration, infill, and
production samples. Also, check samples are sent to labs in U.S.A, Canada and
Irkutsk.

Mineral Reserve and Resource Estimates

     The following table sets forth the proven and probable reserves for the
Kubaka mine as at December 31, 2001 and 2000. Kinross' ownership interest of
these reserves is 54.7%.



                                                        2001                                2000
                                          --------------------------------    --------------------------------
                                                     AVERAGE       GOLD                  AVERAGE       GOLD
                                          TONNES      GRADE      CONTENT      TONNES      GRADE      CONTENT
                                          -------    -------    ----------    -------    -------    ----------
                                          (000's)     (gpt)     (000's oz)    (000's)     (gpt)     (000's oz)
                                                                                  
Proven..................................   1,119       9.81        353         1,433      10.90        501
Probable................................     448      19.93        287           910      15.70        459
                                           -----      -----        ---         -----      -----        ---
Total...................................   1,567      12.70        640         2,343      12.70        960
                                           =====      =====        ===         =====      =====        ===


     The December 31, 2001 Kubaka reserves were calculated by Kinross in
accordance with definitions and guidelines adopted by the CIM. The reserves were
calculated under the supervision of V. Miller P.E. and B. Falletta P.E., both

                                       A-24


Qualified Persons employed by Kinross with at least five years experience. The
reserves were calculated using a gold price of $300 per ounce and a cut-off
grade of 3.20 grams per tonne. Proven and probable reserves decreased by 320,000
ounces in 2001, of which 437,000 ounces were consumed by production and economic
and engineering parameter changes added 117,000 ounces. Kinross estimates that
mill recovery will be approximately 98%.

Mining and Milling Operations

     Kubaka is mined with conventional open pit mining methods. The reserves are
mined from two open pits, the main pit and the west pit. The main pit will be
mined out in the third quarter of 2002, and the west pit, 200 meters to the
west, will be exhausted in the third quarter of 2002. Ore is removed from the
Kubaka open pits by 50 tonne haul trucks and dumped in stockpile next to the
mill.

     After the open pits are exhausted, gold mineralization remains in the north
high-wall and in the bottom of the main pit, along with a small developed
underground mine, 600 meters to the north of the main pit. These are the North
High Wall, Center Zone, and North Vein underground mining projects. Currently,
final approval of mine plans is being sought for these projects. Starting in
third quarter 2002, a portion of the exiting open pit mining crew, along with
new employees, will be trained or re-certified in underground mining practices.

     Mining of these underground reserves is scheduled to start in mid-fourth
quarter 2002 and to continue through the end of third quarter 2003. They will be
mined with conventional shrinkage and long-hole mining methods. The previous
owners have completed some development in the North Vein and the North High Wall
projects, while no development exists on the Center Zone. As the ore is brought
to the surface, it will be rehandled with the open pit equipment and delivered
to the crusher area for crushing and additional processing.

     These three underground mining areas have ore mining widths ranging from
one meters to six meters and contain grades in excess of 10 grams per tonne.

     The processing facility at Kubaka is a standard CIP milling process. The
mill processes ore on a 24 hour per day, 365 day per year schedule. The mill
processed 2,436 tonnes per day during 2001. The stockpiled ore is loaded into
and crushed in the jaw crusher and conveyed to a crushed ore stockpile. The
crushed ore is reclaimed and ground in a semi-autogenous grinding mill followed
by a ball mill. The ground ore is thickened, and then leached in a cyanidation
circuit. The grind thickener overflow flows through a carbon column circuit to
recover any gold leached in the grinding circuit. The cyanidation circuit has
four stages of leaching, followed by a six stage CIP circuit. The loaded carbon
from the carbon circuits is stripped of the gold and silver in a pressure
stripping circuit. Gold and silver are then recovered in electrowinning cells
and smelted to produce dore bullion.

     The following table presents operating data for the Kubaka mine for years
ended December 31 2001, 2000 and 1999.




                                                             YEAR ENDED      YEAR ENDED      YEAR ENDED
                                                            DECEMBER 31,    DECEMBER 31,    DECEMBER 31,
                                                                2001            2000            1999
                                                            ------------    ------------    ------------
                                                                                   
Tonnes mined (000's of tonnes)............................    9,938.9         11,510.9        9,470.8
Ore processed (000's of tonnes)...........................      889.3            856.8          797.7
Gold grade (gpt)..........................................      15.28            16.28          18.74
Average gold recovery (%).................................         98               98             98
Gold equivalent production (oz.)..........................    237,162          244.641        254,625
Total cash costs ($/oz.)..................................        140              139            143
Total production costs ($/oz.)............................        243              268            249



     Gold equivalent produced represents the proportionate share related to
Kinross' ownership interest (54.7% in 2001 and 2000, 53% in 1999).

     Kinross' share of gold equivalent production in 2001 was 237,162 ounces
compared to 244,641 in 2000. In 2001, total cash costs were $140 per gold
equivalent ounce compared to $139 in 2000. The Kubaka mine continues to perform
exceptionally well, having achieved the lowest total cash costs per ounce of
Kinross' primary operations. Cash production costs were on plan during 2001,
unchanged from 2000. Mill throughput increased by 4%, which helped to compensate
for the 6% decrease in the grade of the ore processed. Estimated gold equivalent
production for Kinross' ownership interest in 2002 is 230,000 ounces at total
cash costs of approximately $130 per ounce.

                                       A-25


     Kinross' share of capital expenditures at the Kubaka operations in 2001 was
$0.4 million compared to $0.3 million during 2000. The majority of capital
expenditures for 2001 were required to extend the gravel runway at the mine
airstrip and to purchase one additional diamond drill for exploration activities
at the nearby Birkachan exploration project. Kinross' share of planned capital
expenditures for 2002 are estimated to be $1.5 million.

Environmental and Site Restoration Costs

     In 2001, all activities at the Kubaka operations were, and have continued
to be, in compliance in all material respects with applicable corporate
standards and environmental regulations. Kinross estimates its share of site
restoration costs at the Kubaka operations to be $3.2 million of which $3.1
million has been accrued as a long-term liability of Kinross.

                                     [MAP]

E-CRETE PROJECT, ARIZONA


     Kinross indirectly owns a 88.2% interest in E-Crete, LLC, an Arizona
limited liability company, which owns and operates a manufacturing facility for
autoclaved aerated concrete ("AAC"). E-Crete's main office is located in
Scottsdale, Arizona and its manufacturing facility is located in Casa Grande,
Arizona, approximately 70 kilometres southeast of Phoenix Arizona.


     AAC is a lightweight, high-strength, masonry building material produced
from high-silica mine tailings, cement, lime, gypsum, water and aluminum powder.
AAC was originally invented for wall and lintel construction, and has since
found widespread acceptance among construction professionals for commercial,
industrial, and residential load-

                                       A-26


bearing applications. AAC has excellent thermal insulation, acoustic absorption,
and fire-resistant properties, which have created a demand for its use in
non-load-bearing applications, such as sound barrier walls, firewalls, and
fencing.

     Construction of the AAC plant was completed at a total cost of
approximately $9.0 million. This amount includes approximately $0.3 million in
capitalized interest. The plant is a 50,000 square foot steel building which
houses AAC manufacturing equipment designed to produce 350 cubic meters of AAC
per day. Kinross has guaranteed a land lease for 20 acres, on which the facility
is built. The agreements expire in March 2023 and may be extended for four
consecutive five-year periods. Kinross has guaranteed project-financing debt of
$3.9 million.

     Activities in 2001 were primarily marketing, engineering and startup
manufacturing. There were no significant sales during 2001.

                                       A-27


                                  RISK FACTORS

     The operations of Kinross are speculative due to the high risk nature of
its business which is the operation, exploration and development of mineral
properties.

NATURE OF MINERAL EXPLORATION AND MINING

     The exploration and development of mineral deposits involves significant
financial and other risks over an extended period of time, which even a
combination of careful evaluation, experience and knowledge may not eliminate.
While discovery of a gold-bearing structure may result in substantial rewards,
few properties which are explored are ultimately developed into producing mines.
Major expenses are required to establish reserves by drilling and to construct
mining and processing facilities at a site. It is impossible to ensure that the
current or proposed exploration programs on properties in which Kinross has an
interest will result in profitable commercial mining operations.

     The operations of Kinross are subject to the hazards and risks normally
incident to exploration, development and production of gold, any of which could
result in damage to life or property, environmental damage and possible legal
liability for such damage. The activities of Kinross may be subject to prolonged
disruptions due to weather conditions depending on the location of operations in
which Kinross has interests. Hazards, such as unusual or unexpected formations,
rock bursts, pressures, cave-ins, flooding or other conditions may be
encountered in the drilling and removal of material. While Kinross may obtain
insurance against certain risks, the nature of these risks are such that
liabilities could exceed policy limits or could be excluded from coverage. There
are also risks against which Kinross cannot insure or against which it may elect
not to insure. The potential costs which could be associated with any
liabilities not covered by insurance or in excess of insurance coverage or
compliance with applicable laws and regulations may cause substantial delays and
require significant capital outlays, adversely affecting the future earnings and
competitive position of Kinross and, potentially, its financial viability.

     Whether a gold deposit will be commercially viable depends on a number of
factors, some of which are the particular attributes of the deposit, such as its
size and grade, costs and efficiency of the recovery methods that can be
employed, proximity to infrastructure, financing costs and governmental
regulations, including regulations relating to prices, taxes, royalties,
infrastructure, land use, importing and exporting of gold and environmental
protection. The effect of these factors cannot be accurately predicted, but the
combination of these factors may result in Kinross not receiving an adequate
return on its invested capital.

ENVIRONMENTAL RISKS


     Kinross' mining and processing operations and exploration activities in
Canada, the United States, Russia, Chile, Australia and Zimbabwe and other
countries are subject to various laws and regulations governing the protection
of the environment, exploration, development, production, exports, taxes, labour
standards, occupational health, waste disposal, toxic substances, mine safety
and other matters. New laws and regulations, amendments to existing laws and
regulations, or more stringent implementation of existing laws and regulations
could have a material adverse impact on Kinross, increase costs, cause a
reduction in levels of production and/or delay or prevent the development of new
mining properties. Compliance with these laws and regulations requires
significant expenditures and increases Kinross' mine development and operating
costs. For further information, please see the discussion under "Environmental
Regulations", "Material Properties -- Fort Knox Mine and Area,
Alaska -- Environmental and Site Restoration Costs"; "Material Properties -- The
Kinross/Placer Dome Joint Venture -- Environmental and Site Restoration Costs";
and "Material Properties -- Kubaka Mine -- Russian Federation -- Environmental
and Site Restoration Costs".


     In all jurisdictions, permits from various governmental authorities are
necessary in order to engage in mining operations. Such permits relate to many
aspects of mining operations, including maintenance of air, water and soil
quality standards. In most jurisdictions, the requisite permits cannot be
obtained prior to completion of an environmental impact statement and, in some
cases, public consultation. Further, Kinross may be required to submit for
government approval a reclamation plan and to pay for the reclamation of the
mine site upon the completion of mining activities. Kinross estimates its share
of reclamation closure obligations at $72.9 million based on information
currently available. As at December 31, 2001, Kinross has accrued $55.6 million
of this liability. Kinross will continue to accrue this liability on a
unit-of-production basis over the remaining reserves. In addition, Kinross plans
reclamation spending of approximately $12.6 million in 2002 as part of its
aggressive plan to get as many closure projects as possible to post closure
monitoring by the end of 2004.

                                       A-28


     Mining, like many other extractive natural resource industries, is subject
to potential risks and liabilities associated with pollution of the environment
and the disposal of waste products occurring as a result of mineral exploration
and production. Environmental liability may result from mining activities
conducted by others prior to Kinross' ownership of a property. To the extent
Kinross is subject to uninsured environmental liabilities, the payment of such
liabilities would reduce funds otherwise available and could have a material
adverse effect on Kinross. Should Kinross be unable to fund fully the cost of
remedying an environmental problem, Kinross might be required to suspend
operations or enter into interim compliance measures pending completion of the
required remedy, which could have a material adverse effect on Kinross.

RESERVE ESTIMATES

     The figures for reserves presented herein are estimates, and no assurance
can be given that the anticipated tonnages and grades will be achieved or that
the indicated level of recovery will be realized. Market fluctuations in the
price of gold may render the mining of ore reserves uneconomical and require
Kinross to take a writedown of the asset or to discontinue development or
production. Moreover, short-term operating factors relating to the reserves,
such as the need for orderly development of the ore body or the processing of
new or different ore grades, may cause a mining operation to be unprofitable in
any particular accounting period.

     Proven and probable reserves at Kinross' mines and development projects
were calculated based upon a gold price of $300 per ounce of gold. Recently,
gold prices have been significantly below these levels. Prolonged declines in
the market price of gold may render reserves containing relatively lower grades
of gold mineralization uneconomic to exploit and could reduce materially
Kinross' reserves. Should such reductions occur, material write downs of
Kinross' investment in mining properties or the discontinuation of development
or production might be required, and there could be material delays in the
development of new projects, increased net losses and reduced cash flow.


     The amount of proven and probable gold does not necessarily represent an
estimate of a fair market value of the evaluated properties.


     There are numerous uncertainties inherent in estimating quantities of
proven and probable gold reserves. The estimates in this document are based on
various assumptions relating to gold prices and exchange rates during the
expected life of production, and the results of additional planned development
work. Actual future production rates and amounts, revenues, taxes, operating
expenses, environmental and regulatory compliance expenditures, development
expenditures and recovery rates may vary substantially from those assumed in the
estimates. Any significant change in these assumptions, including changes that
result from variances between projected and actual results, could result in
material downward or upward revision of current estimates.

OPERATIONS OUTSIDE OF NORTH AMERICA


     Kinross has mining operations in Russia, Chile and Zimbabwe and is
conducting certain of its exploration and development activities in Russia,
Zimbabwe and Australia. There is no assurance that future political and economic
conditions in these countries will not result in these governments adopting
different policies respecting foreign development and ownership of mineral
resources. Any such changes in policy may result in changes in laws affecting
ownership of assets, taxation, rates of exchange, gold sales, environmental
protection, labour relations, repatriation of income, and return of capital,
which may affect both the ability of Kinross to undertake exploration and
development activities in respect of future properties in the manner currently
contemplated, as well as its ability to continue to explore, develop and operate
those properties for which it has obtained exploration, development and
operating rights to date. The possibility that a future government of these
countries may adopt substantially different policies, which might extend to
expropriation of assets, cannot be ruled out.


     In 2001, Kinross recorded a writedown of $11.8 million relating to the
Blanket mine due to Kinross' inability to manage this operation because of
political turmoil creating extreme inflationary pressures within Zimbabwe,
difficulty in accessing foreign currency to pay for imported goods and services
and civil unrest.

     Kinross is subject to the considerations and risks of operating in Russia.
The economy of the Russian Federation continues to display characteristics of an
emerging market. These characteristics include, but are not limited to, the
existence of a currency that is not freely convertible outside of the country,
extensive currency controls and high inflation. The prospects for future
economic stability in the Russian Federation are largely dependent upon the
effectiveness of economic measures undertaken by the government, together with
legal, regulatory and political developments.

                                       A-29



     Russian laws, licenses and permits have been in a state of change and new
laws may be given a retroactive effect. It is also not unusual in the context of
dispute resolution in Russia for parties to use the uncertainty in the Russian
legal environment as leverage in business negotiations. In addition, Russian tax
legislation is subject to varying interpretations and constant change. Further,
the interpretation of tax legislation by tax authorities as applied to the
transactions and activities of Kinross' Russian operations may not coincide with
that of management. As a result, transactions may be challenged by tax
authorities and Kinross' Russian operations may be assessed additional taxes,
penalties and interest, which could be significant. The periods remain open to
review by the tax authorities for three years.


     Of particular significance in Russia is the right of Russian authorities to
purchase gold produced from Omolon, with payment 50% in U.S. dollars and 50% in
Russian rubles at then current London gold prices. Under the terms of the Omolon
purchase and sale agreement, all dore must be initially offered to Gokhran
Russia ("Gokhran"), an entity responsible for precious metals and precious
stones established by the Ministry of Finance of the Russian Federation. Payment
for dore purchased by Gokhran has historically been made in Russian rubles (50%)
and U.S. dollars (50%) but most recently was paid 100% in rubles and Gokhran has
indicated that it has no intention of paying U.S. dollars henceforth. The dore
that Gokhran does not elect to purchase may be sold domestically to licensed
purchasers or exported by Omolon. During 2000, the Central Bank of Russia
required that Omolon, under a grandfathered clause, repatriate back to Russia
50% of export receipts and convert them into Russian rubles. During the year
ending December 31, 2001, Omolon sold all of its gold domestically for Russian
rubles.

     Kinross currently has political risk insurance coverage from the United
States Overseas Private Investment Corporation and Multilateral Investment
Guarantee Agency covering a portion of its investment in Omolon. However, there
is no guarantee that Kinross will continue to qualify for such insurance.

     In addition, the economies of the countries of Russia, Chile or Zimbabwe
differ significantly from the economies of Canada and the United States. Growth
rates, inflation rates and interest rates of developing nations have been and
are expected to be more volatile than those of western industrial countries.

LICENSES AND PERMITS


     The operations of Kinross require licenses and permits from various
governmental authorities. However, such licenses and permits are subject to
change in various circumstances. There can be no guarantee that Kinross will be
able to obtain or maintain all necessary licenses and permits that may be
required to explore and develop its properties, commence construction or
operation of mining facilities and properties under exploration or development
or to maintain continued operations that economically justify the cost.


GOLD PRICES

     The profitability of any gold mining operations in which Kinross has an
interest will be significantly affected by changes in the market price of gold.
Gold prices fluctuate on a daily basis and are affected by numerous factors
beyond the control of Kinross. The supply and demand for gold, the level of
interest rates, the rate of inflation, investment decisions by large holders of
gold, including governmental reserves, and stability of exchange rates can all
cause significant fluctuations in gold prices. Such external economic factors
are in turn influenced by changes in international investment patterns and
monetary systems and political developments. The price of gold has fluctuated
widely and future serious price declines could cause continued commercial
production to be impractical. Depending on the price of gold, cash flow from
mining operations may not be sufficient to cover costs of production and capital
expenditures. If, as a result of a decline in gold prices, revenues from metal
sales were to fall below cash operating costs, production may be discontinued.

HISTORY OF LOSSES

     Kinross had net losses of $36.9 million, $126.1 million and $240.7 million
for 2001, 2000 and 1999, respectively. Kinross' ability to operate profitably in
the future will depend on the success of its three principal mines, Fort Knox,
Kubaka and Hoyle Pond, and on the price of gold. There can be no assurance that
Kinross will be profitable.

TITLE TO PROPERTIES


     The validity of mining claims which constitute most of Kinross' property
holdings in Canada, the United States, Chile, Zimbabwe, Australia and Russia
may, in certain cases, be uncertain and is subject to being contested. Kinross'
titles, particularly title to undeveloped properties, may be defective.

                                       A-30


     Certain of Kinross' United States mineral rights consist of unpatented lode
mining claims. Unpatented mining claims may be located on U.S. federal public
lands open to appropriation, and may be either lode claims or placer claims
depending upon the nature of the deposit within the claim. In addition,
unpatented mill site claims, which may be used for processing operations or
other activities ancillary to mining operations, may be located on federal
public lands that are non-mineral in character. Unpatented mining claims and
mill sites are unique property interests, and are generally considered to be
subject to greater title risk than other real property interests because the
validity of unpatented mining claims is often uncertain and is always subject to
challenges of third parties or contests by the federal government of the United
States. The validity of an unpatented mining claim, in terms of both its
location and its maintenance, is dependent on strict compliance with a complex
body of U.S. federal and state statutory and decisional law. In addition, there
are few public records that definitively control the issues of validity and
ownership of unpatented mining claims. The General Mining Law of the United
States, which governs mining claims and related activities on U.S. federal
public lands, includes provisions for obtaining a patent, which is essentially
equivalent to fee title, for an unpatented mining claim upon compliance with
certain statutory requirements (including the discovery of a valuable mineral
deposit).

COMPETITION

     The mineral exploration and mining business is competitive in all of its
phases. Kinross competes with numerous other companies and individuals,
including competitors with greater financial, technical and other resources than
Kinross, in the search for and the acquisition of attractive mineral properties.
The ability of Kinross to acquire properties in the future will depend not only
on its ability to develop its present properties, but also on its ability to
select and acquire suitable producing properties or prospects for mineral
exploration. There is no assurance that Kinross will continue to be able to
compete successfully with its competitors in acquiring such properties or
prospects.

INSURANCE/SURETY


     Kinross seeks to obtain bonding and other insurance in respect of its
liability for costs associated with the reclamation of mine, mill and other
sites used in its operations and against other environmental liabilities,
including liabilities imposed by statute. Due to recent developments which have
affected the insurance and bonding markets worldwide, such bonding and/or
insurance may be difficult or impossible to obtain in the future or may only be
available at significant additional cost. In the event that such bonding and/or
insurance cannot be obtained by Kinross or is obtainable only at significant
additional cost, Kinross may become subject to financial liabilities which may
affect its financial resources.


CURRENCY RISK

     Currency fluctuations may affect the revenues which Kinross will realize
from its operations as gold is sold in the world market in United States
dollars. The costs of Kinross are incurred principally in Canadian dollars,
United States dollars, Russian rubles, Chilean pesos and also in Zimbabwean
dollars. While the Russian ruble, Chilean peso and the Zimbabwean dollar are
currently convertible into Canadian and United States dollars, there is no
guarantee that they will continue to be so convertible.

JOINT VENTURES


     The Kubaka mine is currently and the Hoyle Pond, Pamour and Dome Mines will
be operated through joint ventures with other mining companies. Any failure of
such other companies to meet their obligations to Kinross or to third parties
could have a material adverse effect on the joint ventures. In addition, Kinross
may be unable to exert influence over strategic decisions made in respect of
such properties. See "Material Properties -- The Kinross/Placer Dome Joint
Venture" and "Material Properties -- Kubaka Mine, Russian Federation".


ROYALTIES


     Kinross' mining properties are subject to various royalty and land payment
agreements. Failure by Kinross to meet its payment obligations under these
agreements could result in the loss of related property interests. However, the
royalty and land payment obligations to which Kinross' properties are subject
are not material except for its Kubaka property. In 2001, the Kubaka mine was
subject to total royalty and production based taxes of 11.8%. See "Material
Properties Kubaka Mine, Russian Federation -- Property Description and Land
Location".


                                       A-31



HEDGING


     Kinross has historically reduced its exposure to gold and silver price
fluctuations by engaging in hedging activities. There can be no assurance that
Kinross will continue the hedging techniques successfully used, or any other
hedging techniques, or that, if they are continued, Kinross will be able to
achieve in the future realized prices for gold produced in excess of average
London market prices as a result of its hedging activities.

                             EXECUTIVE COMPENSATION

     The following table (presented in accordance with Form 40 of the Regulation
(the "Regulation")) made under the Securities Act (Ontario) sets forth all
annual and long-term compensation for services in all capacities to Kinross and
its subsidiaries for the fiscal year ended December 31, 2001 (to the extent
required by the Regulation) in respect of each of the individuals who were, at
December 31, 2001, the Chief Executive Officer and the four senior executive
officers, whose total salary exceeded $100,000 (the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE




--------------------------------------------------------------------------------------------------------------------------------
    -----------------------------------------------------------------------------------------------------------------------
                                                ANNUAL                        LONG TERM COMPENSATION          ALL OTHER
                               ----------------------------------------- ---------------------------------   COMPENSATION
NAME AND PRINCIPAL POSITION(1)    YEAR       SALARY          BONUS         COMMON SHARE      RESTRICTED
                                                $              $             OPTIONS        SHARE RIGHTS
                                                                             GRANTED          GRANTED
                                                                                #                #
  -----------------------------------------------------------------------------------------------------------------------
                                                                                                       
  Robert M. Buchan                2001       387,360         64,560(2)        200,000              --           52,534
  Chairman and CEO                2000       403,932             --         1,000,000              --           79,183
  (now President and CEO)         1999       403,850        146,194(3)        500,000              --           95,109
--------------------------------------------------------------------------------------------------------------------------------
  Arthur H. Ditto                 2001       228,421         32,900           125,000              --           23,398
  President and COO               2000       232,183             --           435,000              --           43,380
  (now Vice-Chairman)             1999       232,164         92,160           250,000              --           44,457
--------------------------------------------------------------------------------------------------------------------------------
  John W. Ivany                   2001       193,680         64,560            80,000              --           22,055
  Exec. Vice President            2000       185,135             --           280,000              --           21,933
                                  1999       185,098         57,212           250,000              --           20,584
--------------------------------------------------------------------------------------------------------------------------------
  Scott A. Caldwell               2001       172,892         63,527            80,000              --           35,341(4)
  Senior Vice-President           2000       175,037         26,929           100,000          72,000           17,371
  Mining Operations               1999       175,002         40,385           250,000              --           25,638
  (now Executive
     Vice-President and COO)
--------------------------------------------------------------------------------------------------------------------------------
  Brian W. Penny                  2001       159,592         47,904            70,000              --           30,613(4)
  Vice President Finance          2000       161,573         16,830           110,000          28,000           13,775
  and CFO                         1999       161,540         29,616           100,000              --           15,186
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------



(1) Compensation, which is paid in Canadian dollars, is reported in the
    financial statements in U.S. dollars. The rates of exchange used to convert
    Canadian dollars to United States dollars are: 1999 -- 1.4857, 2000 --
    1.4854, 2001 -- 1.5489

(2) Paid in January 2002.

                                       A-32


(3) This amount represents bonus for 1999 of which $63,943 was paid in 1999 and
    $82,251 was paid in 2000.

(4) Included in all other compensation is the value of the common stock received
    under the restricted share rights granted in 2000.

     For the period January 1 to December 31, 2001, the five senior executives
of Kinross received salaries, bonuses and other compensation totalling
$1,579,337 in respect of services rendered to Kinross and its subsidiaries.

OPTION GRANTS IN LAST FISCAL YEAR

     The following table (presented in accordance with Form 40 of the
Regulation) sets forth stock options granted under Kinross' Stock Option Plan
during the fiscal year ended December 31, 2001 to each of the Named Executive
Officers.

     In the case of Messrs. Buchan and Ditto, the options become exercisable as
to 33 1/3% on each of the first, second and third anniversary of the date of
grant. In the case of Messrs. Ivany, Caldwell and Penny the options become
exercisable as to 50% on each of the first and second anniversary of the date of
grant. The exercise price of the option is the market value (as defined in
Kinross' Share Incentive Plan) of the Common Shares on the date of grant.

                       OPTION GRANTS IN LAST FISCAL YEAR



---------------------------------------------------------------------------------------------------------------------------------
     -----------------------------------------------------------------------------------------------------------------------
                                             % OF OPTIONS              AVERAGE            MARKET VALUE          DATE OF
                                            GRANTED DURING         EXERCISE PRICE           ON GRANT             EXPIRY
NAME                         NUMBER        LAST FISCAL YEAR        (CDN. $/SHARE)        (CDN. $/SHARE)          D/M/Y
     -----------------------------------------------------------------------------------------------------------------------
                                                                                                           
  Robert M. Buchan           200,000            14.03%                  1.53                  1.53              20/09/06
---------------------------------------------------------------------------------------------------------------------------------
  Arthur H. Ditto            125,000             8.77%                  1.53                  1.53              20/09/06
---------------------------------------------------------------------------------------------------------------------------------
  John W. Ivany               80,000             5.61%                  1.53                  1.53              20/09/06
---------------------------------------------------------------------------------------------------------------------------------
  Scott A. Caldwell           80,000             5.61%                  1.53                  1.53              20/09/06
---------------------------------------------------------------------------------------------------------------------------------
  Brian W. Penny              70,000             4.91%                  1.53                  1.53              20/09/06
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------


AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES

     The following table (presented in accordance with Form 40 of the
Regulation) sets forth details of exercised stock options during the fiscal year
ended December 31, 2001 by each of the Named Executive Officers and the fiscal
year end value of unexercised options on an aggregate basis.

              AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                         FISCAL YEAR END OPTION VALUES



---------------------------------------------------------------------------------------------------------------------------------
     -----------------------------------------------------------------------------------------------------------------------
                                    COMMON                                                         VALUE OF UNEXERCISED
                                    SHARES          AGGREGATE           UNEXERCISED AT            IN-THE-MONEY OPTIONS AT
                                  ACQUIRED ON         VALUE             FISCAL YEAR-END          FISCAL YEAR-END (CDN$)(2)
NAME                               EXERCISE      REALIZED ($)(1)   EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
     -----------------------------------------------------------------------------------------------------------------------
                                                                                                              
  Robert M. Buchan                    --               --              2,583,333/366,667                 90,000/0
---------------------------------------------------------------------------------------------------------------------------------
  Arthur H. Ditto                     --               --              1,151,666/208,334                 39,150/0
---------------------------------------------------------------------------------------------------------------------------------
  John W. Ivany                       --               --                646,666/163,334                 25,200/0
---------------------------------------------------------------------------------------------------------------------------------
  Scott A. Caldwell                   --               --                466,666/163,334                  9,000/0
---------------------------------------------------------------------------------------------------------------------------------
  Brian W. Penny                      --               --                376,667/103,333                  9,900/0
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------


(1) Calculated using the closing price for a board lot of Common Shares on the
    TSE.

(2) Value of unexercised-in-the-money options calculated using the closing price
    of Cdn. $1.19 of the Common Shares of Kinross on the TSE on December 31,
    2001, less the exercise price of in-the-money stock options.

PENSION PLANS

CANADA

     In 1997, Kinross established a deferred profit sharing plan and a
registered retirement savings plan covering all of the Canadian non-unionized
employees. The deferred profit sharing plan provides for basic contributions by
Kinross (which cannot be less than 4% of the member's compensation). In
addition, there is an annual profit sharing

                                       A-33


contribution based on Kinross' financial performance. Kinross contributed an
aggregate of $62,721 to the deferred profit sharing plan on behalf of the Named
Executive Officers during the year ended December 31, 2001.

     The registered retirement savings plan is available to all non-unionized
Canadian employees and allows for the minimum contribution of Cdn. $60 per month
with Kinross matching 100% of this amount with any additional contributions
being matched by 50% up to a maximum of Cdn. $30. Kinross contributed $2,788 to
the registered retirement savings plan on behalf of each of Messrs. Buchan,
Caldwell, Ivany and Penny during the year ended December 31, 2001.

UNITED STATES

     Kinross' subsidiary, Kinross Gold U.S.A., Inc., has various pension plans
in which one executive officer is eligible to participate. Kinross is required
to make certain contributions to the pension plans on behalf of Arthur H. Ditto.

     Employees are allowed to make contributions to the 401(k) Savings Plan from
salary deductions each year subject to certain limitations. Kinross has in past
years made matching contributions of 50% of each employee's contributions, but
subject to a maximum contribution of 3% of the employee's annual compensation.
Employees are always fully vested in their own salary deferral contributions and
become fully vested (in 33 1/3% increments) in any contribution by Kinross after
three years. Participants are allowed to direct the investment of their account
within a group of designated investment funds. Kinross contributed $4,576 to the
401(k) Savings Plan on behalf of Arthur H. Ditto during the year ended December
31, 2001.

     Kinross established a defined contribution money purchase plan (the "Money
Purchase Plan") in which substantially all of the employees in the United States
participate. The Money Purchase Plan is funded entirely by Kinross. Kinross
contributes 5% of the employees' annual wages to this plan. Kinross is required
to make contributions to this plan such that no unfunded pension benefit
obligations exist. Participants are allowed to direct the investment of the
pension plan account balances. Kinross contributed $8,676 to the Money Purchase
Plan on behalf of Arthur H. Ditto during the year ended December 31, 2001.

EMPLOYMENT CONTRACTS

     Kinross has entered into a severance agreement with each of the Named
Executive Officers. Each of the severance agreements provides for a severance
payment equal to two (in the case of Messrs. Ivany, Caldwell and Penny) or 2.5
(in the case of Messrs. Buchan and Ditto) multiplied by the sum of the Named
Executive Officer's annual compensation (annual base salary) and target bonus.
In the case of Messrs. Buchan and Ditto, the severance payment is paid to the
Named Executive Officer following a change of control of Kinross, at the option
of the Named Executive Officer. In the case of Messrs. Ivany, Caldwell and
Penny, the severance is paid to the Named Executive Officer if a triggering
event occurs following a change of control. A triggering event includes: (i) an
adverse change in the employment terms of the executive; (ii) a diminution of
the title of the executive; (iii) a change in the person to whom the executive
reports (subject to certain exceptions); and (iv) a change in the location at
which the executive is required to work (subject to certain exceptions). The
severance amount is payable at the option of Messrs. Ivany, Caldwell and Penny
provided the exercise of such option occurs within 18 months following the
change of control and within six months of the triggering event.

     Other than as described above, Kinross (and its subsidiaries) have no
compensatory plans or arrangements with respect to the Named Executive Officers
that results or will result from the resignation, retirement or any other
termination of employment of such officers' employment with Kinross (and its
subsidiaries), from a change of control of Kinross (and its subsidiaries) or a
change in the Named Executive Officers' responsibilities following a change of
control.

DIRECTORS AND OFFICERS' INSURANCE

     Kinross has purchased an insurance policy which covers actions against its
directors and officers. The policy covers judgements and defence costs of up to
$25,000,000 per lawsuit, with a maximum coverage of $25,000,000 per year. The
total premium paid for this policy for the period June 1, 2001 to February 1,
2003 was $210,000.

INDEBTEDNESS OF DIRECTORS/EXECUTIVE OFFICERS UNDER THE STOCK OPTION PLAN

     Kinross has provided financial assistance to directors/employees in the
past in connection with the Stock Option Plan. Certain executive officers of
Kinross have received assistance in the form of loans for a term of ten years
(of

                                       A-34


which the first five years are interest-free) for repayment of which they have
provided or undertaken to provide security to Kinross by way of a charge on all
securities purchased pursuant to Kinross' Stock Option Plan with such financial
assistance. In 2001, Kinross amended the Stock Option Plan by removing the loan
provision to directors/employees.

     The following table (presented in accordance with Form 30 of the
Regulation) sets forth the indebtedness to, or guaranteed or supported by,
Kinross or any of its subsidiaries, of each director, executive officer, senior
officer, proposed nominee for election as a director and each associate of any
such director, officer or proposed nominee in respect of Kinross' Stock Option
Plan.

                  INDEBTEDNESS OF DIRECTORS/EXECUTIVE OFFICERS
                          UNDER THE STOCK OPTION PLAN



-------------------------------------------------------------------------------------------------------------------------------
    -----------------------------------------------------------------------------------------------------------------------
                                                       LARGEST AMOUNT       AMOUNT       FISCALLY ASSISTED
                                           INVOLVEMENT   OUTSTANDING   OUTSTANDING AS AT    SECURITIES      SECURITY FOR
                                             OF THE    DURING THE YEAR   JULY 8, 2002        PURCHASED      INDEBTEDNESS
NAME AND PRINCIPAL POSITION                CORPORATION    (CDN. $)         (CDN. $)       DURING THE YEAR  (NO. OF SHARES)
    -----------------------------------------------------------------------------------------------------------------------
                                                                                                         
  Gordon A. McCreary                         Lender        35,000              0               25,000          25,000
  Vice President, Investor
  Relations and Corporate
  Development
-------------------------------------------------------------------------------------------------------------------------------
  Shelley M. Riley                           Lender        29,500              0               23,567          23,567
  Corporate Secretary
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------


COMPENSATION OF DIRECTORS

     Each director who is not a salaried employee of Kinross or any of its
subsidiaries is paid Cdn.$15,000 per annum for his services as a director.
Directors are also paid a fee of Cdn.$1,250 for attendance at meetings of the
Board of Directors of Kinross. The remuneration provided above is paid quarterly
in arrears. In addition, such directors are entitled to the reimbursement of
their expenses. Additionally, members of the Audit, Compensation, Corporate
Governance and Environmental Committees receive a fee of Cdn.$1,250 per meeting
and the Chairman of each of these committees receives Cdn.$2,000 for acting in
this capacity.

     Each director who is not a salaried employee of Kinross also receives an
initial grant of stock options pursuant to the Stock Option Plan upon joining
the board, the number of such options being determined by the Board of Directors
of Kinross.

     In the year ended December 31, 2001, the following options were granted to
the non-executive directors of Kinross pursuant to Kinross' Stock Option Plan:



---------------------------------------------------------------------------------------------------------------------------
  -----------------------------------------------------------------------------------------------------------------------
                                                                                       MARKET VALUE OF
                                                 COMPANY SHARES                     SECURITIES UNDERLYING
                                 DATE OF GRANT   UNDER OPTIONS    EXERCISE PRICE     OPTIONS ON DATE OF     EXPIRATION
NAME                                 D/M/Y          GRANTED        (CDN.$/SHARE)     GRANT (CDN.$/SHARE)      D/M/Y
  -----------------------------------------------------------------------------------------------------------------------
                                                                                                     
  John A. Keyes                    07/11/01         100,000            1.35                 1.35             07/11/06
---------------------------------------------------------------------------------------------------------------------------
  Cameron A. Mingay                12/01/01         100,000            0.81                 0.81             12/01/06
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------


ACTIVITIES OF THE COMPENSATION COMMITTEE

     The Compensation Committee members are Messrs. Huxley (Chairman), Brough
and Oliver, all of whom are unrelated directors, as defined in the corporate
governance guidelines of the TSE (the "TSE Guidelines"). In carrying out its
mandate, the Compensation Committee met twice during the year ended December 31,
2001, on November 8 and December 13. In addition to the activities reported
below, the Compensation Committee developed a written charter for the
Compensation Committee and recommended the adoption of its charter to the Board
of Directors.

                                       A-35


REPORT ON EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION PROGRAM

     During the year ended December 31, 2001, the Compensation Committee
received a report from the Vice President, Human Resources on the compensation
review process which had been undertaken. The executive compensation program of
Kinross is designed to encourage, compensate and reward employees on the basis
of individual and corporate performance, both in the short and long term. Base
salaries are set at levels which are competitive with the base salaries paid by
similar corporations within the mining industry. Compensation is directly tied
to corporate and individual performance. Bonuses are directly tied to the
performance of Kinross. Share ownership opportunities are provided as an
incentive to align the interests of senior officers with the longer term
interests of shareholders and to reward past performance.

     Compensation for Named Executive Officers, as well as for the senior
officers as a whole, consists of a base salary, bonus, stock options and
restricted share rights.

Base Salary

     Corporate office base salaries are established at a competitive level. The
level of base salary for each senior officer of Kinross is determined by the
level of responsibility and the importance of the position to Kinross.

     The Chairman and Chief Executive Officer presents salary recommendations to
the Compensation Committee with respect to the senior officers of Kinross. The
Compensation Committee's recommendations for the base salaries for the senior
officers are then submitted for approval by the Board of Directors of Kinross.

Chairman and Chief Executive Officer Compensation

     The Chairman of the Compensation Committee presents recommendations to the
Compensation Committee with respect to the Chairman and Chief Executive Officer.
In setting the Chairman and Chief Executive Officer's salary, the Compensation
Committee reviews salaries paid to other senior officers in Kinross, salaries
paid to other chief executive officers in the industry and the Chairman and
Chief Executive Officer's impact on the achievement of Kinross' objectives for
the previous financial year. The Compensation Committee's recommendation for the
base salary for the Chairman and Chief Executive Officer is submitted for
approval to the Board of Directors.

Bonus

     The Chairman and Chief Executive Officer of Kinross presents
recommendations to the Compensation Committee with respect to the senior
officers of Kinross. The Compensation Committee then determines bonuses for the
senior officers and reports the amounts to the Board of Directors of Kinross.
During the year ended December 31, 2001, the Compensation Committee made
recommendations to the Vice President, Human Resources for the implementation of
a more structured approach to year-end bonus determination and suggested a
framework to be developed by management.

Options

     The Stock Option Plan of Kinross is administered by the Compensation
Committee and forms part of Kinross' Share Incentive Plan, which consists of the
Stock Option Plan and the Share Purchase Plan. The Stock Option Plan is designed
to give each holder of an option an interest in preserving and maximizing
shareholder value in the longer term, to enable Kinross to attract and retain
individuals with experience and ability and to reward individuals for current
and future performance. The Compensation Committee considers option grants when
reviewing key employee compensation packages. Any grant recommendations made by
the Compensation Committee requires approval by the Board of Directors of
Kinross. In determining the number of options to be granted, the Compensation
Committee gives consideration to an individual's present and potential
contribution to the success of Kinross.

     The number of options which may be issued under the Stock Option Plan in
the aggregate and in respect of any fiscal year is limited under the terms of
the Stock Option Plan and cannot be increased without shareholder and regulatory
approval. The exercise price per share is not less than the closing price of the
Common Shares on the TSE on the trading day preceding the day on which the
option is granted. The options are for a term of five years and have various
vesting periods.

     The maximum number of Common Shares issuable under the Stock Option Plan is
currently set at 12,500,000 in the aggregate, representing 61% of the total
Common Shares allocated to Kinross' Share Incentive Plan. The maximum
                                       A-36


number of Common Shares reserved for issue to any one person under the Stock
Option Plan is limited to 5% of the outstanding number of Common Shares from
time to time.

     The initial grant of options to directors, officers and employees of
Kinross and options granted by and inherited from Kinross' predecessor companies
were ratified by the full Board of Directors of Kinross. All subsequent grants
were reviewed by the Compensation Committee and recommended to and approved by
the Board of Directors of Kinross.

SHARE PURCHASE PLAN

     The Share Purchase Plan of Kinross is administered by the Compensation
Committee and forms part of Kinross' Share Incentive Plan. The Share Purchase
Plan is designed to advance the interests of Kinross through the motivation,
attraction and retention of employees of Kinross and to secure for Kinross and
its shareholders the benefits inherent in the ownership of Common Shares by
employees of Kinross.

     Employees, including officers, of Kinross are entitled to contribute up to
10% of their annual basic salary to the Share Purchase Plan. Kinross matches the
participant's contribution on a quarterly basis and each participant is then
issued Common Shares having a value equal to the aggregate amount contributed to
the Share Purchase Plan by the participant and by Kinross.

     The purchase price per share is the weighted average trading price or the
average of the high and low board lot trading prices of the Common Shares on the
TSE, for participants resident in Canada, or the American Stock Exchange, for
participants resident in the United States, for the five consecutive trading day
period prior to the end of the calendar quarter in respect of which the Common
Shares are issued. The maximum number of Common Shares issuable under the Share
Purchase Plan is currently set at 8,000,000 Common Shares in the aggregate,
representing 39% of the total number of Common Shares allocated to Kinross'
Share Incentive Plan.

RESTRICTED SHARE RIGHTS

     The Restricted Share Plan of Kinross is administrated by the Compensation
Committee. The purpose of the Restricted Share Plan is to advance the interests
of Kinross through the motivation, attraction and retention of employees,
directors and consultants of Kinross and to secure for Kinross and its
shareholders the benefits inherent in the ownership of Common Shares by key
employees, directors and consultants of Kinross. Restricted share rights
("Restricted Share Rights") may be granted by the Compensation Committee to
employees, officers, directors and consultants of Kinross as a discretionary
payment in consideration of past services to Kinross. In determining the
eligibility of participants to the Restricted Share Plan, the Compensation
Committee considers the present and potential contributions and the services
rendered by each particular participant to the success of Kinross.

     A Restricted Share Right is exercisable into one Common Share for a certain
period of time in accordance with the terms of the Restricted Share Plan. The
maximum number of Common Shares issuable under the Restricted Share Plan is
currently set at 1,000,000. The maximum number of Common Shares issuable to
insiders pursuant to the Restricted Share Plan, within a one-year period, is
limited to 10% of the total number of Common Shares then outstanding. The
maximum number of Common Shares issuable to any one insider and such insider's
associates pursuant to the Restricted Share Plan, within a one-year period, is
limited to 5% of the total number of Common Shares then outstanding. The maximum
number of Common Shares reserved for issue to any one person under the
Restricted Share Plan is limited to 5% of the number of Common Shares
outstanding from time to time.

     The grant of a Restricted Share Right is evidenced by a Restricted Share
Rights agreement between a participant and Kinross which is subject to the
Restricted Share Plan and may be subject to other terms and conditions that are
not inconsistent with the Restricted Share Plan and which the Compensation
Committee deems appropriate.

     The foregoing report dated March 22, 2002 has been furnished by the
Chairman of Compensation Committee on the Committee's behalf.

     (Signed) John M.H. Huxley

                                       A-37


                               LEGAL PROCEEDINGS

OMOLON LITIGATION


     Kinross conducts business in Russia through its subsidiary, Omolon, which
is owned 45.3% by Russian shareholders. Certain Russian shareholders have
asserted that the original issuance of shares was flawed due to a failure to
follow certain registration procedures. As a result, the shareholders claim the
share issuance was null and void. The shareholders are claiming approximately
$56.0 million to cover its original investment plus compounded interest. On
September 6, 2002, one of the Russian shareholders of Omolon obtained an order
from a court in the Magadan region of the Russian Federation to arrest Omolon's
gold inventory at the Kubaka mine as well as Omolon's bank accounts pending
resolution of the shareholder's dispute with Omolon. Kinross has been advised by
its counsel that Omolon has good defences available to it and is confident that
Omolon will successfully defend the lawsuit. However, the interpretation and
application of the laws of the Russian Federation may be subject to policy
changes reflecting domestic political changes or other considerations. Moreover,
because of the developing nature of the Russian legal system and the fact that
the interpretation and application of many laws are untested, it is difficult to
predict with certainty how they may be interpreted and applied in a particular
case. As a consequence, other or additional penalties or remedies may be
imposed. These remedies may, in addition to imposing financial obligations,
otherwise adversely affect the operations or status of Omolon including a
possible order that none of the issued shares of Omolon are valid.


CHILEAN ARBITRATION


     CMM has entered into arbitration proceedings in Chile with Fluor, the
contractor that designed and built the Refugio mine. CMM contended that Fluor
was negligent in both the design and the construction of the facility, and
should be held responsible for the cost of repairs as well as lost profits. As
part of the same proceedings, Fluor was seeking to recover costs that it
allegedly incurred while building the mine and which, it claims, were outside
their scope of work and responsibility. On May 16, 2002 Kinross announced that
binding arbitration has ruled in favour of CMM and concluded that Fluor was
negligent in certain aspects of the construction of the Refugio Gold mine and
awarded $20 million to CMM plus interest accumulated from July 1999, for damages
incurred by CMM. An appeal was filed by Fluor with a Chilean appellate court,
which appeal has been dismissed by the court. See "Recent Developments".


DERIVATIVE ACTION

     In October 1996, an alleged shareholder derivative action was filed in the
Court of Chancery of Delaware on behalf of a stockholder of Kinross, entitled
Harry Lewis v. Milton H. Ward, et al., C.A. No. 15255-NC, against Cyprus Amax,
the directors of Kinross and Kinross as a nominal defendant. The complaint
alleges, among other things, that the defendants engaged in self-dealing in
connection with Kinross' entry in March 1996 into a demand loan facility
provided by Cyprus Amax. The complaint seeks, among other things, a declaration
that the demand loan facility is not entirely fair to Kinross and damages in an
unspecified amount. Kinross believes that the complaint is without merit and
intends to defend the matter vigorously.

CERCLA LIABILITY

     In March 1994, the U.S. Forest Service notified Kinross that it considers
Kinross to be a Potentially Responsible Party ("PRP") under CERCLA, jointly and
severally liable with other PRP's for damages attributable to alleged releases
of hazardous substances from the Siskon Mine, located in the Klamath National
Forest in Siskiyou County, California. Kinross conducted a limited exploration
drilling program in the summer of 1991 on property at the Siskon mine site which
Kinross believes is not involved in the alleged releases. Based on facts
currently known to management, Kinross does not anticipate that this matter will
have a material effect on Kinross' financial condition or results of operations.

CLASS ACTION

     Kinross has been named as a defendant in a class action complaint filed on
or about April 26, 2002, entitled Robert A. Brown, et al. v. Kinross Gold
U.S.A., Inc., et al., Case No. CV-S-02-0605-KJD-RJJ, brought in the United
States District Court for the District of Nevada. The complaint names as
defendants Kinross Gold Corporation, its subsidiary, Kinross Gold U.S.A., Inc.,
its subsidiary Kinam Gold Inc., and Robert M. Buchan. The complaint is brought
on behalf of two potential classes, those that tendered their Kinam preferred
stock into the tender offer for the Kinam $3.75 Series B Preferred Stock
recently completed by Kinross Gold U.S.A. and those that did not. Plaintiffs
argue, among other things, that amounts historically advanced by Kinross to
Kinam should be treated as capital contributions rather

                                       A-38



than loans, that the purchase of Kinam preferred stock from institutional
investors in July 2001 was a constructive redemption of the preferred, an
impermissible amendment to the conversion rights of the preferred, or
constituted the commencement of a tender offer, that Kinross and its
subsidiaries have intentionally taken actions for the purpose of minimizing the
value of the Kinam preferred, and that the amount offered in the tender offer of
$16.00 per share was not a fair valuation of the Kinam preferred. The complaint
alleges breach of contract based on the governing provisions of the Kinam
preferred, breach of fiduciary duties by Kinross and Kinross U.S.A., violations
of the "best price" rule under Section 13(e) of the Securities Exchange Act of
1934, as amended, and the New York Stock Exchange rules, allege
misrepresentations or omissions and common law fraud based on the acts taken and
information provided in connection with the tender offer, violation of Nevada's
anti-racketeering law, and control person liability under Section 20A of the
Securities Exchange Act of 1934, as amended. The complaint seeks damages ranging
from $9.80 per share, plus accrued dividends, to $39.25 per share of Kinam
preferred or, in the alternative, the issuance of 26.875 to 80.625 shares of
Kinross common stock for each share of Kinam preferred. It also seeks triple
damages under Nevada statutes. There has not been any discovery to date in the
litigation and a class has not been certified in this action. A second action
seeking certification as a class action and based on the same allegations was
also filed in the United States district Court for the District of Nevada on or
about May 22, 2002. It names the same parties as defendants. Both actions have
been consolidated for pretrial management into the Brown case and the Brown
plaintiffs have been designated as lead plaintiffs. Reginald H. Howe and the
firm of Berger R Montague, lawyers representing the Brown plaintiffs, have been
appointed as Co-Lead Counsel in the case. The defendants have answered the
complaints in both cases. Kinross believes these claims are without merit and
plans to vigorously defend the litigation.


     Kinross is also involved in legal proceedings and claims which arise in the
ordinary course of its business. Kinross believes these claims are without merit
and is vigorously defending them. In the opinion of management, the amount of
ultimate liability with respect to these actions will not materially affect the
financial position, results of operations or cash flows of Kinross.


                                  MARKET RISKS



     To determine its market risk sensitivities Kinross uses an internally
generated model that is sensitized to various gold prices, currency exchange
rates, interest rates, and energy prices. The variable with the greatest impact
is the gold price, and we normally prepare a base case scenario and then look at
a $25 per oz. increase and decrease in the base case gold price to determine our
sensitivity to that variable.



     The model we use covers the entire life of the mine. In each year, gold is
produced according to the mine plan, ore grade and recovery are consistent with
current operations and the mine plan, and the cost of production is estimated
based on current production costs plus the impact of any major changes to the
operation during its life. For quantitative disclosure of market risks shares
refer to Kinross' management's discussion and analysis which is incorporated by
reference in this circular.


                     AUDITORS, TRANSFER AGENT AND REGISTRAR

     The auditors of Kinross are Deloitte & Touche LLP, Chartered Accountants.

     The transfer agent and registrar for the Kinross common shares is
Computershare Trust Company of Canada at its principal office in Toronto.

                                       A-39


                                   SCHEDULE B

                           INFORMATION CONCERNING TVX

     TVX Gold Inc. was incorporated under the laws of the Province of British
Columbia on February 18, 1980 under the name Treasure Valley Explorations Ltd.
and was continued under the Business Corporations Act (Ontario) on October 31,
1984. On May 30, 1986, the name of TVX was changed to TVX Mining Corporation and
on November 26, 1986, the name of TVX was changed to Consolidated TVX Mining
Corporation. On January 7, 1991, the name of TVX was changed to TVX Gold Inc.
and TVX was continued under the Canada Business Corporations Act. The registered
and head office of TVX is located at 220 Bay Street, Suite 1200, Toronto,
Ontario, Canada, M5J 2W4.

     TVX is principally engaged in the acquisition, financing, exploration,
development and operation of precious and base metals mining properties. TVX
holds interests in various operating mines around the world including, through
its approximate 50% controlling interest in the TVX Newmont Americas joint
venture: (i) a 25% interest in the New Britannia mine in Manitoba; (ii) a 25%
economic interest and 50% legal interest in the Crixas mine in Brazil; (iii) a
16% interest in the Musselwhite mine in Ontario; (iv) a 25% interest in La Coipa
mine in Chile; and (v) a 24.5% interest in the Brasilia mine in Brazil. TVX also
holds a 100% interest in certain development and operating assets in Greece
referred to as the Hellenic Gold Complex, which interest is subject to a 12%
carried interest and a right to acquire a 12% participating interest in favour
of certain third parties. The Hellenic Gold Complex is held through TVX's
subsidiary, TVX Hellas A.E., and includes the Stratoni base metals operations
and the Skouries development project.

                                       B-1


     The following simplified chart describes the names of the principal
operating companies and holding companies of TVX and the percentage of equity
owned by TVX as at December 31, 2001:

[FLOW CHART]
---------------

Note:

(1) Three individuals have been awarded a 12% carried interest and a right to
    acquire a 12% participating interest in the Hellenic Gold Properties. Please
    refer to disclosure under "Legal Proceedings -- The Hellenic Gold Properties
    Litigation" for further information.


(2) TVX and Newmont each hold a 25% economic interest in the Crixas mine
    pursuant to the terms of the TVX Newmont Americas joint venture.


                                       B-2



PROPERTY AND OFFICE LOCATIONS



PROPERTIES:


A La Coipa (Chile)


B  Crixas (Goias, Brazil)


C  Brasilia (Minas Gerias, Brazil)


D New Britannia (Manitoba, Canada)


E  Musselwhite (Ontario, Canada)


F  Stratoni (Greece)


G Olympias (Greece)


H Skouries (Greece)


I  Gurupi (Maranhao, Brazil)



OFFICE:

1  Toronto (Ontario, Canada)
                     [Map of Property and Office Locations]

                                       B-3


                              RECENT DEVELOPMENTS

SHARE CONSOLIDATION

     On June 30, 2002, TVX effected its previously announced consolidation of
its common shares on a one (1) for ten (10) basis. The consolidation was
approved by the TVX shareholders at the annual and special meeting of TVX held
on May 16, 2002. The post-consolidation TVX common shares commenced trading on
the Toronto Stock Exchange and the New York Stock Exchange on July 2, 2002.

EQUITY OFFERING

     On March 27, 2002, TVX entered into an underwriting agreement with a group
of Canadian underwriters whereby TVX agreed to sell and the underwriters agreed
to purchase an aggregate of 7,150,000 common shares of TVX at a purchase price
of Cdn.$10.50 per common share payable in cash for an aggregate consideration of
Cdn.$75,075,000. TVX paid to the underwriters a fee of Cdn.$0.42 per common
share for an aggregate commission of approximately Cdn.$3 million. The offering
was completed on April 12, 2002. The net proceeds of the offering totalled
Cdn.$72,072,000.

SIGNIFICANT CHARGE AGAINST FOURTH QUARTER 2001 EARNINGS

     After an examination of the carrying costs of each of its properties, TVX
recorded write-downs of $244.5 million against earnings in its consolidated
financial statements for the year ended December 31, 2001. Given the decision of
the Greek Conseil d'Etat, which effectively prohibited the development of the
Olympias project, $198.5 million of the charge related to the write-down of
TVX's investment in that project. TVX also partially wrote down its investment
in its Skouries development project in Greece by $25 million due to the then
prevailing metal price environment and the anticipated need for a joint venture
partner prior to development of the project. In addition, TVX wrote down $13
million and $8 million on its investment in the La Coipa and New Britannia
mines, respectively. The La Coipa mine write-down was taken after evaluating the
carrying value of the mine using lower long-term metal prices, whereas the
decision to take a charge against the New Britannia mine was made after a
re-evaluation of its remaining known mineral reserves.

GOLD HEDGE POSITION RESTRUCTURING

     In August 2001, TVX announced the completion of a restructuring of its gold
hedge positions thereby eliminating its exposure to gold lease rate swap
obligations. TVX announced the replacement of its 390,000-ounce $360 long put
position, which had been financed with a gold lease rate swap, with a
550,000-ounce "plain vanilla" long put position having a strike price of $250
per ounce. The new $250 puts mature over a period from 2003 through to 2006,
similar to the previous put position. In addition, TVX announced the removal of
the gold lease rate swap liability from the current 350,000-ounce $280 long put
position, with maturities to 2003, by converting the position to $280 "plain
vanilla" puts. The net cost of restructuring both positions was $0.8 million.

EXCHANGE OF 5% GOLD LINKED CONVERTIBLE NOTES FOR COMMON SHARES

     In July 2001, TVX issued 32,150,118 common shares (321,501,177 common
shares before giving effect to the one (1) for ten (10) consolidation which took
effect on June 30, 2002), representing approximately 90% of the then outstanding
TVX common shares after giving effect to such issuance, in exchange for $250
million 5% gold linked convertible notes of TVX. In connection with this
transaction, a new board of directors was elected at the annual and special
meeting of shareholders of TVX held on June 28, 2001. At such meeting, Messrs.
Harry S. Campbell, W. Robert Dengler, T. Sean Harvey, J.S.A. MacDonald, George
F. Michals, David P. Smith and Thomas Witz were elected directors of TVX. All
directors other than Mr. Harvey had not previously been directors of TVX.
Subsequent to the shareholders meeting, Mr. Mark I. Young, who had previously
served as a director of TVX, was appointed as a director.

                                       B-4


                     DESCRIPTION OF BUSINESS AND PROPERTIES

OPERATING MINES -- PRECIOUS METALS

     The following table summarizes TVX's current interests in producing and
previously producing precious metals mines and its annual share of production
from each mine, except for changes in ownership as noted. TVX determines gold
equivalent ounces by using the ratio of the spot gold price to the spot silver
price on the day that the production is sold and converts silver ounces to gold
ounces at this ratio.



                                     CURRENT
PRECIOUS METALS MINES                INTEREST      2001        2000       1999       1998       1997
---------------------                --------    ---------    -------    -------    -------    -------
                                                                     (gold ounces)
                                                                             
La Coipa, Chile(1).................      25%        78,000     87,300    186,200    225,600    182,200
Crixas, Brazil(2)..................      25%        48,100     48,200     57,700     72,100     64,100
Brasilia, Brazil(3)................    24.5%        45,800     56,100     67,200     88,800     51,600
New Britannia, Canada(4)...........      25%        28,600     26,400     37,000     48,800     45,700
Musselwhite, Canada(5).............      16%        37,300     39,100     49,900     63,800     48,900
Casa Berardi, Canada(6)............       0%           n/a        n/a        n/a        n/a      2,800
                                                 ---------    -------    -------    -------    -------
                                                   237,800    257,100    398,000    499,100    395,300
                                                 =========    =======    =======    =======    =======




                                     CURRENT
BASE METALS MINES                    INTEREST      2001        2000
-----------------                    --------    ---------    -------
                                                                             
Stratoni(7)........................     100%*
  Zinc (tonnes)....................                 31,700     16,800
  Lead (tonnes)....................                 26,500     15,600
  Silver (ounces)..................              2,005,000    985,000


---------------
(1) Includes gold equivalent ounces; decreased from 50% to 25% effective July 1,
    1999.


(2) While TVX maintains a 50% legal interest, a 25% economic interest was sold
    to Newmont (formerly Normandy) effective July 1, 1999. Royalty payment
    obligations consist of 1.0% of sales.



(3) Increased from 23% to 33% in January, 1994; and increased to 49% at the end
    of 1997; decreased to 24.5% effective July 1, 1999. Royalty payment
    obligations consist of 1.33% of sales.



(4) For accounting purposes, commercial production commenced August 1, 1996;
    interest decreased from 50% to 25% effective July 1, 1999. Royalty payment
    obligations consist of 1.38% net smelter royalty.



(5) Commercial production commenced April, 1997; interest decreased from 32% to
    16% effective July 1, 1999. Royalty payment obligations consist of a 3.75%
    net operating profit royalty and a 5% net profit interest (both royalties
    apply after recovery of all project costs which is estimated to be in 2009).


(6) Operations suspended in January, 1997; increased interest from 60% to 100%
    effective December 31, 1997; sold interest to Aurizon Mines Limited
    effective August 27, 1998.

(7) Commenced operations as a separate business unit within TVX Hellas in 2000.

*   Subject to a 12% carried interest and a right to acquire a 12% participating
    interest in favour of certain third parties. See "Legal Proceedings -- The
    Hellenic Gold Properties Litigation."


CALCULATION OF CASH COSTS, PRODUCTION COSTS AND REALIZED REVENUE AND
RECONCILIATION TO THE STATEMENTS OF OPERATIONS



     Cash costs, production costs and realized revenue are furnished to provide
additional information and are non-GAAP measures. These measures should not be
considered in isolation as a substitute for measures of performance prepared in
accordance with generally accepted accounting principles and are not necessarily
indicative of operating profit or cost from operations as determined under
generally accepted accounting principles.


                                       B-5





                                        SIX MONTHS   SIX MONTHS                  YEARS ENDED
                                          ENDED        ENDED      ------------------------------------------
                                         JUNE 30,     JUNE 30,    DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                           2002         2001          2001           2000           1999
                                        ----------   ----------   ------------   ------------   ------------
                                                                                 
CASH COSTS
Total cost of sales (000,s)...........     60,213       54,083       108,148        106,804         87,298
Stratoni cost of sales (000's)........    (15,530)     (12,499)      (22,530)       (16,004)            --
                                         --------     --------      --------       --------       --------
Cash cost of precious metal sales.....     44,683       41,584        85,618         90,800         87,298
Ounces sold (000's) -- consolidated...      235.0        234.8         474.9          508.7          514.4
Cash Cost per Ounce...................   $    190     $    177      $    180       $    178       $    170
PRODUCTION COSTS
Total mine operating costs (000's)....     76,788       73,105       148,391        144,804        135,334
Stratoni mine operating costs
  (000's).............................    (16,670)     (13,141)      (24,401)       (17,007)            --
                                         --------     --------      --------       --------       --------
Production costs -- precious metals...     60,118       59,964       123,990        127,797        135,334
Ounces sold (000's) -- consolidated...      235.0        234.8         474.9          508.7          514.4
Production costs per ounce............   $    256     $    255      $    261       $    251       $    263
REALIZED REVENUE
Total revenue (000's).................     89,203       79,251       158,340        170,030        162,856
Stratoni revenue (000's)..............    (15,148)     (13,608)      (24,160)       (16,081)            --
                                         --------     --------      --------       --------       --------
                                           74,055       65,643       134,180        153,949        162,856
Revenue -- mine operations (000's)
  --..................................     71,300       62,418       128,900        142,322        146,569
Revenue -- hedging (000's) --.........      2,755        3,225         5,280         11,627         16,287
                                         --------     --------      --------       --------       --------
                                           74,055       65,643       134,180        153,949        162,856
Ounces sold (000's) -- consolidated
  --..................................      235.0        234.8         474.9          508.7          514.4
Ounces sold (000's) -- TVX's share
  --..................................      117.5        117.4         237.4          254.4          393.1
Revenue per ounce -- mine
  operations(1).......................   $    303     $    266      $    272       $    279       $    285
Revenue per ounce -- hedging(2).......         24           27            22             45             42
                                         --------     --------      --------       --------       --------
Total realized revenue per ounce......   $    327     $    293      $    294       $    324       $    327



---------------

(1) Revenue per ounce from mine operations is calculated by dividing revenue
    from mine operations by ounces sold, on a consolidated basis.



(2) Revenue per ounce from hedging activities is calculated by dividing revenue
    from hedging activities by ounces sold, based on TVX's share only.



     The above non-GAAP measures have been calculated on a consistent basis in
each period.



     For reasons of comparability, cash costs, production costs and realized
revenue do not include certain items such as mining property write-downs which
do not occur in all periods but are included under GAAP in the determination of
net earnings or loss.



     Cash costs and productions costs are calculated in accordance with "The
Gold Institute Production Cost Standard". Cash costs, production costs and
realized revenue may not be comparable to similarly titled measures of other
companies.



     Cash costs, productions costs and realized revenue are used by management
to assess profitability and cash flow of individual operations as well as to
compare to other precious metal producers.


SUMMARY OF RESERVES AND RESOURCES


     An "Ore Reserve" or "Mineral Reserve" is the economically mineable part of
a measured or indicated resource demonstrated by at least a preliminary
feasibility study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified. An ore
reserve or mineral reserve gives effect to diluting materials and allowances for
losses that may occur when the material is mined but does not reflect any
subsequent losses in leaching or milling. Mineral reserves are further divided
into proven and probable mineral reserves.



     A "Proven Mineral Reserve" comprises the economically mineable part of a
measured mineral resource where there is the highest degree of confidence in the
estimate. It is restricted to that part of the deposit where production


                                       B-6



planning is taking place and for which any variation in the estimate would not
significantly affect potential economic viability.



     A "Probable Mineral Reserve" is the economically mineable part of an
indicated, and in some cases a measured mineral resource where there is a lesser
degree of confidence in the estimate. The underlying preliminary feasibility
study must address whether economic extraction can be justified.



     The term "Mineral Resource" covers mineralization and natural material of
intrinsic economic interest which has been identified and estimated through
exploration and sampling. Within this mineralization, mineral reserves may
subsequently be defined by the consideration and application of technical and
economic factors. Mineral resources are sub-divided, in decreasing order of
geological confidence, into measured, indicated and inferred categories.



     A "Measured Mineral Resource" is one for which quantity, grade or quality,
densities, shape and physical characteristics are so well established that they
can be estimated with confidence sufficient to allow the appropriate application
of technical and economic parameters, to support production planning and
evaluation of the economic viability of the deposit. The estimate is based on
detailed and reliable exploration, sampling and testing information gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough to confirm both
geological and grade continuity.



     An "Indicated Mineral Resource" is one where the nature, quality, quantity
and distribution of data are such as to allow confident interpretation of the
geological framework and reasonably to assume continuity of mineralization. The
indicated mineral resource estimate is intended to be of sufficient quality to
support a preliminary feasibility study which can serve as the basis for
development and production planning decisions.



     The following table presents the mineral reserves by property and should be
read in conjunction with the "Notes to the Reserves and Resource Tables". The
mineral reserves shown in the table represent TVX's share for each of its
operating mines and mineral projects.


     Reserve figures are estimates and no assurances can be given that the
indicated quantities of gold will be produced. Markets and short-term operating
factors relating to the ore reserves, such as the orderly development of
orebodies or the processing of new or different grades of ore, could affect
TVX's profitability in any particular accounting period.


MINERAL RESERVES(1)(2)(3)(4)

(as of December 31, 2001)



                                                                       2001                                               2000
                              ---------------------------------------------------------------------------------------   ---------
                                                                                                                        PROVEN +
                                        PROVEN                       PROBABLE                  PROVEN + PROBABLE        PROBABLE
                              ---------------------------   ---------------------------   ---------------------------   ---------
                                                CONTAINED                     CONTAINED                     CONTAINED   CONTAINED
GOLD AND GOLD EQUIVALENT      TONNES    GRADE    OUNCES     TONNES    GRADE    OUNCES     TONNES    GRADE    OUNCES      OUNCES
------------------------      -------   -----   ---------   -------   -----   ---------   -------   -----   ---------   ---------
                              (000's)   (g/t)    (000's)    (000's)   (g/t)    (000's)    (000's)   (g/t)    (000's)     (000's)
                                                                                          
OPERATING MINES
La Coipa....................   8,583                          1,857                        10,440
  Gold......................            1.14        313               1.43         86               1.19        399         410
  Silver....................            57.5     15,853               54.5      3,253               56.9     19,106      23,453
                              ------    ----     ------     -------   ----      -----     -------   ----     ------      ------
  Gold Equivalent(5)........   8,583    2.15        591       1,857   2.39        143      10,440   2.19        734         840
Crixas......................     578    7.27        135         481   7.41        114       1,059   7.33        250         271
Brasilia(6).................  78,572    0.43      1,081      12,029   0.43        164      90,601   0.43      1,246         873
New Britannia...............     107    5.42         19         464   4.73         70         573   4.86         89         119
Musselwhite.................   1,631    5.73        301         427   4.78         65       2,058   5.53        366         406
                              ------    ----     ------     -------   ----      -----     -------   ----     ------      ------
MINES TOTAL.................                      2,127                           556                         2,685       2,509
TVX HELLAS PROJECTS
Olympias +..................      --      --         --          --     --         --          --     --         --       3,767
Skouries....................  20,274    1.01        656     109,274   0.87      3,059     129,548   0.89      3,715       3,715
                              ------    ----     ------     -------   ----      -----     -------   ----     ------      ------
TVX HELLAS TOTAL............                        656                         3,059                         3,715       7,482
                                                 ======                         =====                        ======      ======
TVX GRAND TOTAL.............                      2,783                         3,615                         6,400       9,991
                                                 ======                         =====                        ======      ======


                                       B-7



                                                                          2001
                              --------------------------------------------------------------------------------------------

                                         PROVEN                        PROBABLE                    PROVEN + PROBABLE
                              ----------------------------   -----------------------------   -----------------------------
TVX HELLAS                                       CONTAINED                       CONTAINED                       CONTAINED
BASE METALS AND SILVER        TONNES    GRADE      METAL     TONNES     GRADE      METAL     TONNES     GRADE      METAL
----------------------        ------   -------   ---------   -------   -------   ---------   -------   -------   ---------
                              (000's)            (000's)     (000's)             (000's)     (000's)              (000's)
                                                                                      
Stratoni....................    723                            1,362                           2,085
  Zinc......................              9.9%       72 t                11.4%      155 t                10.9%      227 t
  Lead......................              8.0%       57 t                 7.9%      108 t                 7.9%      165 t
  Silver....................           213 g/t   4,946 oz              193 g/t   8,467 oz              200 g/t   13,413 oz
                              ------   -------   --------    -------   -------   --------    -------   -------   ---------
Olympias (U/G)*+............     --                               --                              --
  Zinc......................                --         --                   --         --                   --
  Lead......................                --         --                   --         --                   --
  Silver....................                --         --                   --         --                   --
                              ------   -------   --------    -------   -------   --------    -------   -------   ---------
Skouries
  Copper....................  20,274     0.58%      119 t    109,274     0.55%      606 t    129,548     0.56%      725 t
                              ======   =======   ========    =======   =======   ========    =======   =======   =========


                                2000
                              ---------
                              PROVEN +
                              PROBABLE
                              ---------
TVX HELLAS                    CONTAINED
BASE METALS AND SILVER          METAL
----------------------        ---------
                               (000's)
                           
Stratoni....................
  Zinc......................       66 t
  Lead......................       56 t
  Silver....................   4,200 oz
                              ---------
Olympias (U/G)*+............
  Zinc......................      702 t
  Lead......................      530 t
  Silver....................  51,000 oz
                              ---------
Skouries
  Copper....................        725
                              =========


---------------
*   excludes surface stockpiles

+  due to the Conseil d'Etat decision, Olympias reserves have been reclassified
   as mineral resources (See -- "Legal Proceedings -- Litigation in Greece")

     The following mining recovery rates have been applied to the mineral
reserves estimates noted in the above table: La Coipa, 78%; Crixas, 95.0%;
Brasilia, 77.0%; New Britannia, 90%; Musselwhite, 95%; Stratoni, 83%; Olympias,
85%; and Skouries, 95%.


CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED AND INDICATED
RESOURCES



     This section uses the terms "measured" and "indicated" resources. We advise
U.S. investors that while those terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
them. U.S. INVESTORS ARE CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF MINERAL
DEPOSITS IN THESE CATEGORIES WILL EVER BE CONVERTED INTO RESERVES.



     The following table presents the mineral resources by property and should
be read in conjunction with the "Notes to the Reserve and Resource Tables". The
mineral resources shown in the table represent TVX's share for each of its
operating mines and mineral projects.



MINERAL RESOURCES(1)(3)(4)

(as of December 31, 2001)




                                                                            2001                                2000
                                                     ---------------------------------------------------   ---------------
                                                                                           MEASURED +        MEASURED +
                                                        MEASURED          INDICATED         INDICATED         INDICATED
                                                     ---------------   ---------------   ---------------   ---------------
GOLD AND GOLD EQUIVALENT                             TONNES    GRADE   TONNES    GRADE   TONNES    GRADE   TONNES    GRADE
------------------------                             -------   -----   -------   -----   -------   -----   -------   -----
                                                     (000's)   (g/t)   (000's)   (g/t)   (000's)   (g/t)   (000's)   (g/t)
                                                                                             
AMERICAS -- MINES
La Coipa...........................................   2,476             1,625             4,101             4,788
  Gold.............................................            1.12              1.30              1.19               1.16
  Silver...........................................            45.39             28.6              38.7              35.00
                                                     ------    -----   ------    -----   ------    -----   ------    -----
  Gold Equivalent(5)...............................   2,476    1.92     1,625    1.80              1.87               1.80
Crixas.............................................      --      --        --      --        --      --        --       --
Brasilia(6)........................................  11,025    0.45    35,525    0.38    46,550    0.40    37,262     0.43
New Britannia......................................      14    3.43       395    3.43       409    3.43       552     3.84
Musselwhite........................................     402    7.63        88    11.87      480    8.39       632     5.34
                                                     ------    -----   ------    -----   ------    -----   ------    -----
MINES TOTAL........................................
AMERICAS -- EXPLORATION
Gurupi.............................................      --      --    30,192    1.39    30,192    1.39    15,096     1.39
                                                     ------    -----   ------    -----   ------    -----   ------    -----
EXPLORATION TOTAL..................................
AMERICAS TOTAL.....................................
TVX HELLAS PROJECTS
Olympias...........................................   9,019    9.00     3,604    9.83    12,623    9.24
Skouries...........................................      --      --    61,685    0.67    61,685    0.67
                                                     ------    -----   ------    -----   ------    -----
TVX HELLAS TOTAL...................................
                                                                                 =====
TVX GRAND TOTAL....................................
                                                                                 =====



                                       B-8





                                                                           2001                                    2000
                                                 --------------------------------------------------------   -------------------
                                                                                           MEASURED +           MEASURED +
                                                     MEASURED           INDICATED           INDICATED            INDICATED
TVX HELLAS                                       ----------------   -----------------   -----------------   -------------------
BASE METALS AND SILVER                           TONNES    GRADE    TONNES     GRADE    TONNES     GRADE    TONNES      GRADE
----------------------                           ------   -------   -------   -------   -------   -------   -------   ---------
                                                 (000's)   (g/t)    (000's)    (g/t)    (000's)             (000's)
                                                                                              
Stratoni.......................................     --                   --                  --                  --
  Zinc.........................................                --                  --                  --                    --
  Lead.........................................                --                  --                  --                    --
  Silver.......................................                --                  --                  --                    --
                                                 ------   -------   -------   -------   -------   -------   -------   ---------
Olympias (U/G)*................................  6,566                3,604              10,170                 275        6.9%
  Zinc.........................................              6.8%                7.1%                6.9%                  4.8%
  Lead.........................................              5.1%                5.3%                5.2%             170.2 g/t
  Silver.......................................           155 g/t             156 g/t             155 g/t
                                                 ------   -------   -------   -------   -------   -------   -------   ---------
Skouries
  Copper.......................................     --         --    61,685     0.54%    61,685     0.54%    61,685       0.54%
                                                 ======   =======   =======   =======   =======   =======   =======   =========



---------------

* excludes surface stockpiles

NOTES TO THE RESERVE AND RESOURCE TABLES


(1) TVX's reserves and resources were estimated as at December 31, 2001 using
    cut-off grades noted in the following table:





                                                                  2001 GOLD RESERVE    2001 GOLD RESOURCE
                                                                   CUT-OFF GRADES        CUT-OFF GRADES
                                                                  -----------------    ------------------
                                                                       (g/mt)                (g/mt)
                                                                                 
    MINES
    La Coipa....................................................        1.50*                 0.90*
    Crixas......................................................        3.00                  3.00
    Brasilia....................................................        0.30                  0.30
    New Britannia...............................................        3.26                  2.74
    Musselwhite.................................................        3.25                  3.25
    PROJECTS
    Gurupi......................................................          --                  0.50



---------------


    * Represents silver converted to gold equivalent



    Cut off values for a specific volume of polymetallic mineralization are
    based upon the calculated metal value contained within, using current
    approximate metal prices. At Stratoni, the cut off value for proven and
    probable reserves is $59.00 per tonne net smelter value. Average dilution
    (by weight) used in the estimation of the reserves is 17.4% and the average
    mining recovery is estimated to be 83%. At Skouries, the cut-off value for
    proven and probable reserves varies between $6.80 per tonne for the proposed
    open pit and $11.38 per tonne for ore requiring blasting within the proposed
    sub-level cave, and the cut-off value for the estimation of measured and
    indicated resources is 0.4 grams gold per tonne. Mining recoveries and
    dilution were estimated for each reserve block and vary depending on the
    mining method used and the location of the reserve block within the ore
    body. At Olympias, the cut-off value for the estimation of measured and
    indicated resources is $30.86 per tonne.



    Cut-off grades were determined from the following average long-term metal
    prices:




                                                      2001 METAL PRICES                           2000 METAL PRICES
                                           ----------------------------------------    ----------------------------------------
                                           GOLD    SILVER    ZINC    LEAD    COPPER    GOLD    SILVER    ZINC    LEAD    COPPER
                                           ----    ------    ----    ----    ------    ----    ------    ----    ----    ------
                                           ($ per ounce)         ($ per pound)         ($ per ounce)         ($ per pound)
                                                                                           
    MINES
    La Coipa.............................  265      4.65       --     --        --     300      5.50       --     --        --
    Crixas...............................  300        --       --     --        --     300        --       --     --        --
    Brasilia.............................  300        --       --     --        --     300        --       --     --        --
    New Britannia........................  300        --       --     --        --     290        --       --     --        --
    Musselwhite..........................  275        --       --     --        --     300        --       --     --        --
    Stratoni.............................   --      4.25     0.37    0.23       --      --      5.00     0.51    0.23       --
                                           ---      ----     ----    ----     ----     ---      ----     ----    ----     ----
    PROJECTS
    Olympias.............................  325      5.50     0.50    0.25       --     325      5.50     0.50    0.25       --
    Skouries.............................  300        --       --     --      0.80     300        --       --     --      0.80
    Gurupi...............................  325        --       --     --        --     325        --       --     --        --
                                           ---      ----     ----    ----     ----     ---      ----     ----    ----     ----


    Gold and silver prices used for estimated reserve and resource cut-off
    values at TVX's operations vary depending upon the estimates made by the
    mine operators. Variations in base metal and silver prices used for
    determining cut-off values are dependant upon the operational status of the
    site.


(2) Drill spacing used to determine reserves varies by ore type and are as
    follows by property: La Coipa 25 meters for proven reserves, 50 meters for
    probable reserves; Crixas 25 meters for proven reserves, 50 meters for
    probable reserves; Brasilia 100 meters for proven reserves, 50 meters for
    probable reserves; New Britannia 50 feet for proven reserves, 50 to 200 feet
    for probable reserves; Musselwhite 50 meters for proven reserves, 50 meters
    horizontal by 25 meters vertical for probable reserves; Stratoni maximum of
    15 meters for proven reserves, 15 to 35 meters for probable reserves; and
    Skouries 50 meters for proven reserves and 100 meters for probable reserves.


                                       B-9



(3) Reserve and resource figures are estimates and no assurances can be given
    that the indicated quantities of metals will be produced. Market and
    short-term operating factors relating to the ore reserves, such as the
    orderly development of orebodies or the processing of new or different
    grades of ore, could affect TVX's profitability in any particular accounting
    period.



(4) TVX's reserves and resources are estimated in accordance with the standards
    defined by the Canadian Institute of Mining, Metallurgy and Petroleum.



(5) Gold equivalent ounces represent silver ounces converted to gold ounces at a
    ratio of 57 to 1.


(6) On June 7, 2002 the TVX Newmont joint venture purchased Newmont's 50%
    interest in the Gurupi project joint venture in return for a net smelter
    interest.


(7) The reserves and resources have been prepared by following "qualified
    persons", as that term is defined in National Instrument 43-101 of the
    Canadian Securities Administrators. Dr. Albrecht Schneider, a former
    employee of TVX Newmont, has reviewed all reserve and resource estimates.




                                             RESERVES                                   RESOURCES
    MINE/                   -------------------------------------------   -------------------------------------
    PROJECT                          NAME                   TITLE               NAME                TITLE           EMPLOYED BY
    ---------------------   -----------------------   -----------------   -----------------   -----------------   ----------------
                                                                                                   
    La Coipa                Juan Ochoa                Chief Engineer      Mauricio Rubio      Geologist           Placer Dome
                            Andres Guaringa           Chief Mining Eng.                                           Placer Dome
    Crixas                  Marcos Geraldo de         Mining Engineer     Walter Yamaoka      Geologist           AngloGold
                            Simoni
    Brasilia                Marcelo Batolochi Fabio   Geologist           Marcelo Batolochi   Geologist           RTZ
                            Marques                                       Fabio Marques
    New Britannia           Bill Lewis                Chief Geologist     Bill Lewis          Chief Geologist     TVX Newmont
    Musselwhite             Rob Usher                 Chief Engineer      Andrew Cheatle      Chief Geologist     Placer Dome
    Gurupi                  Albrecht Schneider        Consultant          Albrecht            Consultant          TVX Newmont
                                                                          Schneider
    Stratoni                Mike Hodgson              Manager,            Mike Hodgson        Manager,            TVX Hellas
    Olympias                                          Technical                               Technical
    Skouries                                          Services                                Services


CAUTIONARY NOTE TO U.S. READERS CONCERNING ESTIMATES OF MEASURED, INDICATED AND
INFERRED RESOURCES.

     The terms "measured", "indicated" and "inferred resources" when used in
this document have the meanings adopted by the Canadian Institute of Mining,
Metallurgy and Petroleum and incorporated by reference in National Instrument
43-101. We advise U.S. investors that while these terms are recognized and
required by Canadian regulations, the U.S. Securities and Exchange Commission
does not recognize them. "Inferred Resources" have a great amount of uncertainty
as to their existence, and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an inferred resource
will ever be upgraded to a higher category. Under Canadian rules inferred
resources may not form the basis of feasibility or other economic studies. U.S.
READERS ARE CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF AN INFERRED RESOURCE
EXISTING OR IS ECONOMICALLY OR LEGALLY MINEABLE. U.S. READERS ARE ALSO CAUTIONED
NOT TO ASSUME THAT ALL OR ANY PART OF A MEASURED OR INDICATED RESOURCE WILL EVER
BE CONVERTED INTO RESERVES.

EXPLORATION AND BUSINESS DEVELOPMENT

     TVX's exploration and business development strategy combines the
acquisition of promising advanced stage properties with limited grassroots
exploration to ensure a steady supply of projects to maintain long-term growth
in precious metals production.

     The TVX Newmont Americas joint venture evaluates exploration opportunities
and directs activities located internationally. Operating mines actively explore
on their respective mine properties or venture areas. Exploration and business
development expenses during 2001, including exploration activities at operating
mines, amounted to $3.4 million.

     The allocation of exploration and business development expenses reflects
TVX's current exploration and business development strategy. Consolidated
exploration expenses for each of the last five years were as follows:



                                                              2001    2000    1999    1998    1997
                                                              ----    ----    ----    ----    -----
                                                                           (MILLIONS)
                                                                               
North America...............................................  $1.0    $1.1    $0.8    $1.2    $ 2.6
South America...............................................   2.1     4.3     3.4     4.3      9.3
Europe......................................................    --     0.1     0.3     0.6       --
Other.......................................................   0.3      --      --     0.2      2.1
                                                              ----    ----    ----    ----    -----
                                                              $3.4    $5.5    $4.5    $6.3    $14.0
                                                              ====    ====    ====    ====    =====


     In 2002, the exploration and business development expenses of the TVX
Newmont Americas joint venture are expected to be approximately $4 million.

                                       B-10


                      GOVERNMENT CONTROLS AND REGULATIONS

     TVX's operations are in different countries and are subject to various
levels of government controls and regulations which are amended from time to
time in these countries. Outlined below are some of the more significant aspects
of such controls and regulations which materially affect the principal areas of
business of TVX in Brazil, Canada, Chile and Greece.

BRAZIL

     An exploration licence entitling the holder to prospect Brazilian mineral
properties must be requested in an exploration application addressed to the
General Director of the National Department of Mineral Production which, when
registered, guarantees the applicant priority if the prospect applied for is not
already covered by a geological reconnaissance permit, exploration licence,
mining concession or mine manifest in favour of others and if no prior
application has been filed for authorization to prospect in the same area.

     An exploration licence from the General Director of the National Department
of Mineral Production specifies the properties included within the area of
prospecting and defines the latter by locality, boundaries and surface area.

     An exploration licence is valid for three years, can be renewed for a
further period under special conditions and may be transferred. Within the term
of an exploration licence, its holder must submit to the General Director of the
National Department of Mineral Production a report of exploratory work done.
Upon submission of that report, General Director of the National Department of
Mineral Production proceeds to an on-the-spot verification of its accuracy and
approves that report when the existence of an ore deposit has been confirmed.
Upon approval of that report, the holder of the licence has one year to apply
for a mining concession. The holder of an exploration licence is allowed to
receive a provisional licence to sell metals covered by such a licence until the
granting of a mining concession.

     An application for a mining concession must be addressed to the Brazilian
Mining Ministry by the holder of an approved authorization to prospect,
supported by information regarding the plan for economic development of the
deposit, including a description of the mining plan, the processing plants,
proof of the availability of funds or existence of financial arrangements for
carrying out the economic development plan and operation of the mine and an
Environmental Impact Report.

     The holder of an approved Brazilian mining concession must, among other
things, start working within six months after publication of the Portaria de
Lavra. The mining work, once commenced, cannot be interrupted for more than six
consecutive months except for proven reasons of force majeure. No significant
fees or other payments are required to be paid in connection with the issuance
of an exploration licence, an application for concession or a mining concession.

     Corporations in Brazil are generally subject to taxes at a rate of 25% of
profits plus a Social Contribution Tax equal to 9% of accounting income; these
tax rates are subject to change by the Brazilian legislature. Tax holidays exist
to encourage development of certain regions of the country. Foreign corporations
may remit all of their Brazilian profits in dividends without incurring
withholding tax. A Financial Transaction Tax of 1% and a 3.65% tax levied on any
revenues generated by a company are applied on the sale of gold in the Brazilian
market (export of gold is tax exempt).

     On the ultimate sale of an investment in Brazil, present Brazilian
regulations provide that the foreign investor may remit the proceeds of the sale
free of withholding tax up to the amount of the registered foreign capital of
the remitter. TVX had registered foreign capital of $14.7 million in Brazil as
of December 31, 2001.

CANADA

     The gold exploration and mining industry in Canada operates under both
federal and provincial legislation governing exploration, development and
production. Such legislation encompasses, among other things, the method of
acquisition and ownership of mineral rights, labour practices, health and safety
standards, royalties, mining and income taxes and exports.

     The mining industry in Canada is also subject to legislation at both the
federal and provincial levels relative to the protection of the environment. In
particular, such legislation imposes rigorous standards on the mining industry
to reduce or eliminate the effects of wastes generated by extraction and
processing operations and subsequently deposited on the ground or emitted into
the air or water.

     Accordingly, the design of mines and mills and the conduct of overall
extraction and processing operations are subject to the restrictions contained
in such legislation. In addition, the construction, development and operation of
a mine, mill and refinery typically entail compliance with applicable
environmental legislation and/or review processes
                                       B-11


and the obtaining of land use and other permits, water licences and similar
authorizations from various governmental agencies. In particular, legislation is
in place for lands under federal jurisdiction or located in certain provinces
which provides for the preparation of environmental impact assessment reports
prior to the commencement of any mining operations. These reports entail a
detailed technical and scientific assessment as well as a prediction of the
impact on the environment of proposed development.

     Failure to comply with the legislation can have serious consequences.
Orders may be issued requiring operations to cease or be curtailed or requiring
installation of additional facilities or equipment. Violators may be required to
compensate those suffering loss or damage by reason of their mining activities
and may be fined if convicted of an offense under such legislation.

CHILE

     Any person or entity, whether or not Chilean, may apply for a concession
with respect to precious metals properties in Chile. Concessions with respect to
precious metals properties may be of two kinds: exploration concessions and
exploitation concessions. While an exploration concession entitles its holder to
explore Chilean precious metals properties, the holder of an exploration
concession must file a further petition in order to obtain an exploitation
concession permitting its holder to start mining operations. An exploitation
concession may also be applied for independently of a previously granted
exploration licence. There are presently no restrictions on foreign ownership of
precious metal properties in Chile. Foreign investment is registered with the
Central Bank upon entry into Chile and, until recently, was not allowed to be
repaid for a period of three years.

     Corporations in Chile are taxed at 17% on profits. In addition, a
withholding tax is charged when dividends are distributed. The corporate tax is
creditable against the withholding tax resulting in a combined tax rate of 35%.
There are no restrictions on the amount of dividend remittances.

GREECE

     The ownership of real estate which includes both land and buildings is
guaranteed and protected by the Greek Constitution. It is not extended, however,
to include mining rights to the ore which is in or underneath the land, although
the mining rights are a kind of right in rem like the ownership of tangibles and
as such enjoy protection under the law. Mining rights are acquired either by
concession from the State or, under certain procedures, by lease from the
concessionaire or by transfer from the concessionaire. A straight concession
imposes obligations for exploration, development and exploitation but not for
the payment of a royalty or fee, while a rental fee is paid on a lease.

     Mining rights can be acquired by foreigners. However, in certain controlled
areas, called border areas, additional procedures have to be followed for public
security purposes. TVX Hellas obtained its concessions and mining rights under
special procedures governing the restructuring of its predecessor, an existing
mining operation, and the transfer contract has been ratified by the Greek
Parliament by a special law.

     The movement of capital, the remittance of profits and dividends, and
payments in general are unrestricted as per the European Union regulations. In
addition, foreign investments in any productive field, like mining, may obtain
special privileges, based on laws governing foreign and/or local investments.
Among such privileges are cash grants to subsidize part of the investment cost.

     Research, development and exploitation of mining rights are governed by
special laws, the Mining Code and the Regulation of Mining Works, which dictate
to both the permits required and the appropriate organization required to run
the mining operation. Accordingly, the design of the mines and mills, their
development and operation, the construction of the required facilities and the
disposal of wastes and tailings are all subject to the above laws as well as to
other laws which refer to the specific subject. The above legislation, in
addition to controlling and imposing restrictions, also facilitates the
development and exploitation of mines as part of the national wealth of the
country. The legislation, for example, allows the expropriation of the land
necessary for the operation of the mines. Building permits and environmental
protection are regulated by general legislation.

     The permits for the construction and operation of the gold plant of TVX
Hellas are regulated by the special law which ratified the contract by which it
acquired the mining rights and related property. The special law comprehensively
specifies the licences and permits required for the mining operations, the
authorities responsible to issue them and the procedures which guarantee their
timely issuance.

                                       B-12


     The Greek legislation for protection of the environment, which is of
European Union origin, is applicable for mining. Environmental Impact
Assessments Reports must be prepared and approved for each operation as part of
the procedure for obtaining the necessary permits for drilling, construction,
development and operation. The procedure entails local notification of planned
operations and expressions of opinion by local authorities. The approval of the
Environmental Impact Assessments Report lies, in principle, with the central
authorities. TVX Hellas acquired the mining rights and facilities from an
existing mining operation and many of the required permits were thereby
acquired. TVX Hellas is released by the special law of any liability for actions
or omission which took place before it acquired the property. In addition, TVX
Hellas has been given an extension to prepare the special Environmental Impact
Assessments Reports for old operations and submit them for approval.

     The net profits of TVX Hellas are taxed at a rate of 35%, while any
distribution of dividends is free from any tax or surtax. Despite the higher
general corporate income tax rate of 37.5%, the above rate of 35% still applies
to TVX Hellas for a 10-year period because TVX Hellas was granted a guaranteed
10-year 35% tax rate period.

                                     MINES

LA COIPA MINE

     The La Coipa Mine is located 800 kilometres north of Santiago in Copiapo
Province in the Atacama Region of the Chilean Andes. Access is by a 140
kilometre road from the regional centre of Copiapo.


     The La Coipa Mine consists of approximately 7,500 hectares of mineral
claims, of which the principal ones are Indagua, Marta, Escondida, Candelaria,
Eduardo and Chimberos, and is owned by Compania Minera Mantos de Oro, a Chilean
contractual mining society. The joint venture parties which control Minera
Mantos are Macaines Mining Properties Ltd., a wholly-owned subsidiary of TVX,
together with a wholly-owned subsidiary of Placer Dome Inc., each of which own a
50% interest in Minera Mantos. See "Risk Factors -- Joint Ventures" on page
B-41.


     TVX acquired an initial indirect 49% interest in the La Coipa Mine in June,
1988 from companies controlled by Eike Batista, Roberto Hagemann Gerstmann and
Jozsef Ambrus, which at the time held the remaining 51% interest, for
consideration consisting of 22 million convertible special shares of TVX and
warrants to acquire up to three million TVX common shares.

     Pursuant to the La Coipa acquisition agreement dated January 25, 1989,
Placer acquired a 50% indirect interest in the La Coipa Mine from both TVX and
companies controlled by Messrs. Batista, Gerstmann and Ambrus, pro rata as to
their respective interests in the La Coipa Mine, in consideration for the
payment of $63 million in cash and the assumption of project liabilities in the
amount of $18 million. The La Coipa acquisition agreement also provided for the
future operation of the La Coipa Mine and the respective responsibilities of the
joint venture parties. Pursuant to the La Coipa acquisition agreement, all of
the property and assets comprising the La Coipa Mine were transferred to Minera
Mantos. As a result of this transaction, TVX's indirect interest in the La Coipa
Mine was reduced to 24.5% and the indirect interests of Messrs. Batista,
Gerstmann and Ambrus was reduced to 25.5%.

     In addition to the consideration described above, Placer also undertook to
arrange 100% of the financing required to build a 15,000 tonnes per day plant,
provide all necessary construction guarantees and political risk insurance
required for the financing, construct the 15,000 tonnes per day plant and
operate the existing 1,000 tonnes per day plant built by TVX and the 15,000
tonnes per day plant after completion of construction. Under the La Coipa
acquisition agreement, the parties agreed that until the 15,000 tonnes per day
plant financing was repaid, Placer would exercise control of the La Coipa Mine
except for all significant decisions which would be made unanimously. As the
15,000 tonnes per day plant financing has been repaid, control is now exercised
equally by both parties.

     Pursuant to the Macaines acquisition agreement dated April 25, 1989, TVX
acquired a further 15.5% indirect interest in the La Coipa Mine from companies
controlled by Messrs. Batista, Gerstmann and Ambrus to hold an aggregate 40%
indirect interest while reducing the interest of Messrs. Batista, Gerstmann and
Ambrus to 10%. The consideration for the acquisition of this further 15.5%
indirect interest in the La Coipa Mine was the conversion of 22 million TVX
special shares into 16 million TVX common shares, the cancellation of the three
million TVX warrants, the forgiveness of $10 million in debt owed to TVX by
Messrs. Batista, Gerstmann and Ambrus, together with the payment of $5 million
in cash.

     A condition precedent to the business combination was that TVX acquire the
40% indirect interest in the La Coipa Mine from Messrs. Batista, Gerstmann and
Ambrus. The consideration paid by TVX for the 40% indirect interest in the La
Coipa Mine was 3,600,000 TVX common shares and the effective assumption of
$14,055,000 of debt owed by
                                       B-13


companies controlled by the Messrs. Batista, Gerstmann and Ambrus to TVX. The
said acquisition was completed on January 7, 1991.

     In 1994, TVX acquired a 50% interest in Chimberos from Anglo America for $4
million. In December, 1997, TVX acquired, through its share in Minera Mantos, a
50% interest in the Can-Can property, by acquiring mining and surface rights for
$1.5 million. The Can-Can property consists of 250 hectares located within the
La Coipa claim area. This acquisition added significant exploration potential as
well as provided potential operational benefits for the existing La Coipa open
pits. The underground operation on the Can-Can property was operated under the
management of the previous owner up to the end of the year 2000.

     Pursuant to the formation of the TVX Newmont Americas joint venture, TVX's
interest in the La Coipa Mine was reduced to 25%.

GEOLOGY AND MINERALIZATION

     The La Coipa ore deposit forms part of a precious metal epithermal system,
located in the northern Chilean tertiary volcanic belt which is generally known
as the Maricunga belt. Three main mineralized zones are found at La Coipa,
Ladera-Farellon and Coipa Norte, about three kilometres apart, and the Chimberos
deposit approximately 25 kilometres northeast of the 15,000 tonnes per day
plant.


     The eastern portion of Coipa Norte and Farellon show high gold grades
associated with advanced argillic alteration (alunite -- kaolinite -- dickite,
quartz), semi-tabular forms and ore hosted mainly in the triassic sedimentary
rocks. Ladera and western Coipa Norte have high silver-to-gold ratios,
mushroom-like shapes and are hosted in the tertiary pyroclastic unit. Ladera is
mainly associated with a vuggy-silica alteration and western Coipa Norte with
silicification.


     The most common precious metal-bearing minerals are cerargyrite, several
other silver halide complexes, native silver, electrum and native gold as free
particles in the size range of 0.5 to 50 microns. Sulfides such as pyrite,
chalcopyrite, covellite, tennantite-tetrahedrite, enargite, galena and
sphalerite have also been detected by deep drilling in the unoxidized zone and
in some isolated cores included in the oxidized zone. Mercury is common in all
the deposits and occurs as calomel.

     All the known reserves at La Coipa are found in oxidized zones. Both Ladera
and the silver orebody in Coipa Norte are located in the western and upper
portions of the mineralized zones. At Coipa Norte, the silver orebody outcrops
are closely associated with pervasively silicified rocks. The presence of bedded
outflow material and geyserites suggest that this area has not been subjected to
significant erosion. At Ladera, however, the upper portion of the host
pyroclastic sequence is strongly leached and practically barren, suggesting
secondary enrichment as the source of the high silver in the ore. The
mushroom-like part of the Ladera orebody is also broader and more lens-like than
the one at Coipa Norte.


     In 1992, exploration drilling resumed at La Coipa for the first year since
1984. The drilling program tested a number of geological targets in the vicinity
of the Ladera/Farellon pit and resulted in the identification of Farellon Bajo
deposit. During 1995, exploration delineated a new orebody, Brecha Norte,
adjacent to the Coipa Norte deposit. From 1995 to 1999, more than 13,000 meters
were drilled to explore a deep copper/gold mineralization, located below the
Ladera/Farellon pit. In 2001, the exploration program was concentrated on the
verification of high grade resources at Portezuelo.


CHIMBEROS

     Development of the Chimberos project commenced in the fourth quarter of
1997. Production commenced in July, 1998 and the La Coipa mill treated Chimberos
material until August, 1999.

RESERVES AND RESOURCES SUMMARY


     The mineral reserves and resources set forth below represent 100% of the La
Coipa deposit, in which TVX holds a 25% interest.


                                       B-14



     Reserves, consisting of diluted proven and probable mineral reserves, for
the La Coipa ore deposits, of which 2.366 million gold equivalent ounces were in
the proven category and 0.570 million ounces were in the probable category, were
estimated as follows:



                                MINERAL RESERVES





                                                                          2001
                                         ----------------------------------------------------------------------
                                                      PROVEN                              PROBABLE
                                         ---------------------------------    ---------------------------------
                                                                CONTAINED                            CONTAINED
      GOLD AND GOLD EQUIVALENT             TONNES      GRADE      OUNCES        TONNES      GRADE      OUNCES
      ------------------------           ----------    -----    ----------    ----------    -----    ----------
                                         (millions)    (g/t)    (millions)    (millions)    (g/t)    (millions)
                                                                                   
Total................................       34.3       2.15       2.366          7.5        2.39       0.570





                                                           GRADE (G/T)          CONTAINED OZ (MILLIONS)
                                                          --------------    --------------------------------
                                                                                                   GOLD
           DECEMBER 31, 2001                  TONNES      GOLD    SILVER    GOLD     SILVER    EQUIVALENT(1)
           -----------------                ----------    ----    ------    -----    ------    -------------
(100%)                                      (millions)
                                                                             
Farellon Bajo...........................        0.2       0.51    157.35    0.003      0.9         0.018
Coipa Norte.............................       22.5       1.43     54.41    1.033     39.4         1.724
Brecha Norte............................        5.2       1.05     77.37    0.177     13.1         0.406
Cancan..................................        2.9       1.31     69.60    0.122      6.5         0.235
Stock Coipa.............................       11.0       0.74     47.36    0.261     16.7         0.553
                                               ----       ----    ------    -----     ----         -----
Total...................................       41.8       1.19      56.9    1.596     76.6         2.936
                                               ====       ====    ======    =====     ====         =====


---------------


(1) Converted at a gold price of $265/oz and a silver price of $4.65/oz in 2001
    and $300/oz and $5.50/oz, respectively, in 2000.




                                                           GRADE (G/T)          CONTAINED OZ (MILLIONS)
                                                          --------------    --------------------------------
                                                                                                   GOLD
           DECEMBER 31, 2000                  TONNES      GOLD    SILVER    GOLD     SILVER    EQUIVALENT(1)
           -----------------                ----------    ----    ------    -----    ------    -------------
(100%)                                      (millions)
                                                                             
Ladera-Farellon.........................        1.0       0.77     91.10    0.026      3.1         0.082
Farellon Bajo...........................        0.8       0.34    101.10    0.009      2.7         0.059
Coipa Norte.............................       24.2       1.31     65.37    1.021     50.9         1.954
Brecha Norte............................        5.0       1.10     74.10    0.177     11.9         0.395
Cancan..................................        2.5       1.43     70.50    0.116      5.7         0.221
Stock Coipa.............................       12.5       0.73     48.55    0.293     19.5         0.650
                                               ----       ----    ------    -----     ----         -----
Total...................................       46.0       1.11      63.3    1.642     93.8         3.361
                                               ====       ====    ======    =====     ====         =====


---------------

(1) Converted at a gold price of $265/oz and a silver price of $4.65/oz in 2001
    and $300/oz and $5.50/oz, respectively, in 2000.


     Mineral resources at December 31, 2001, which include proven and probable
diluted reserves and measured and indicated resources, are estimated as follows:



                               MINERAL RESOURCES





                                                                                  2001
                                                               ------------------------------------------
                                                                    MEASURED               INDICATED
                                                               -------------------    -------------------
                 GOLD AND GOLD EQUIVALENT                        TONNES      GRADE      TONNES      GRADE
                 ------------------------                      ----------    -----    ----------    -----
                                                               (millions)    (g/t)    (millions)    (g/t)
                                                                                        
Total......................................................       9.9        1.92        6.5        1.87




     For more detail on reserves and resources, please see the summaries on
pages B-6 to B-10.


MINING AND PROCESSING

     Initially, Ladera-Farellon and Coipa Norte were mined as separate open
pits. The 1,000 tonnes per day agitation leach plant began commissioning in May,
1989 with full production attained in the fourth quarter of 1989. The source of
feed for the 1,000 tonnes per day plant was the Ladera open pit. The plant
operated until April, 1991 when it was

                                       B-15


shut down in preparation for commissioning of the new 15,000 tonnes per day
plant. The 1,000 tonnes per day plant cost $34 million to develop and produced
approximately 145,000 ounces of gold equivalent prior to being shut down.

     The 15,000 tonnes per day agitation leach plant was built over a period of
20 months with commissioning starting on July 7, 1991. Full commercial
operations commenced on October 1, 1991. The plant cost $218 million. Feed for
the plant was sourced from Ladera-Farellon for the initial years of operation
with Coipa Norte becoming part of the feed source in 1995. During 1993, the
plant increased its design capacity from 15,000 tonnes per day to 16,000 tonnes
per day as a result of grinding modifications. During 1995, certain
installations from the original 1,000 tonnes per day plant were returned to
production to increase overall capacity to exceed 16,000 tonnes per day.

     In the milling process, ore is crushed, then ground in a circuit
incorporating a semi-autogenous mill with a pebble crusher and two ball mills. A
new crushing system installed in October 1999 allows throughput of up to 17,000
tonnes per day. The ground ore is leached, then filtered and washed to separate
out the tailings, and the solution is passed through a Merrill-Crowe plant. The
precipitate is then sent to the refinery.

     Water and power supplies are critical infrastructure aspects of the La
Coipa Mine. Water requirements for the 15,000 tonnes per day plant are 100
litres per second and are obtained from underground springs which feed the Salar
de Maricunga, a saltwater lake 38 kilometres from the mine site. The water is
pumped via a pipeline built by Minera Mantos from the springs to the plant site.
Power for the 15,000 tonnes per day plant is supplied by the National Power grid
from a tie-in approximately 88 kilometres from La Coipa. Minera Mantos has built
a substation at Carrera Pinto which ties the line from the mine site into the
grid.

     The decision was made during 1997 to develop the Chimberos high-grade
silver deposit and work commenced in the fourth quarter of 1997. Milling of the
Chimberos ore commenced in July, 1998 and was completed in August, 1999.

     A significant interruption to production occurred in February, 1998
following the discovery of cracks in several teeth on the semi-autogenous mill
ring gear. Approximately 16 days in total were lost as the damage was evaluated
and remedial action taken. A replacement gear was delivered to the site and
installed in January, 1999, incurring a 10-day stoppage. An insurance claim was
finalized in March, 1999 to cover the repair of the mechanical damage and
production losses. Following the completion of the milling of the Chimberos ore
in August 1999, production came from the reserves at La Coipa. In 2001,
production from the Ladera-Farellon open pit ceased and mining activities
focused on the Coipa Norte open pit which is to provide the majority of mill
feed until 2007. TVX's share of production in 2001 was 29,200 ounces of gold and
3.0 million ounces of silver for a total of 78,000 gold equivalent ounces, at a
cash cost per gold equivalent ounce of $210; and in 2002, TVX's share of
production is projected to be 74,500 of gold equivalent ounces.

SUMMARY OF PRODUCTION AND FINANCIAL DATA

     The following table summarizes certain gold and silver production and
operating information relating to the La Coipa Mine for the years indicated
(100%):



                                                        YEARS ENDED DECEMBER 31,
                                   ------------------------------------------------------------------
                                      2001          2000          1999          1998          1997
                                   ----------    ----------    ----------    ----------    ----------
                                                                            
Total tonnes mined (ore and
  waste).........................  34,001,000    23,966,000    15,180,610    13,470,000    20,050,000
Total tonnes milled..............   6,347,000     6,012,000     4,712,330     4,206,000     5,590,000
Average grade milled (grams per
  tonne)
  Gold...........................         0.7           0.8           0.6           0.9           1.5
  Silver.........................          90            90           178           196            88
Recovery rate (%)
  Gold...........................        82.4          83.4          84.1            83            80
  Silver.........................        65.9          63.3          76.3            75            65
Production (ounces)
  Gold...........................     116,800       152,726        80,691       102,200       210,300
  Silver.........................  12,120,000    11,092,548    20,570,012    19,774,000    10,280,000
  Gold equivalent................     311,800       349,412       466,149       451,200       364,500
Number of employees..............         442           434           474           524           492


                                       B-16


     As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (50%) is shown in
the following selected financial information (000's except for unit costs):




                                                             YEARS ENDED DECEMBER 31,
                                               -----------------------------------------------------
                                                 2001        2000       1999       1998       1997
                                               --------    --------    -------    -------    -------
                                                                              
Revenue......................................  $ 41,404    $ 48,902    $64,830    $67,075    $70,374
                                               --------    --------    -------    -------    -------
Cost of sales................................    32,128      37,256     38,267     36,158     44,584
Depletion and depreciation...................    16,260      13,859     24,074     26,045     19,485
                                               --------    --------    -------    -------    -------
                                                 48,388      51,115     62,341     62,203     64,069
                                               --------    --------    -------    -------    -------
Earnings (loss) before the undernoted........    (6,984)     (2,213)     2,489      4,872      6,305
                                               --------    --------    -------    -------    -------
Mining property write-down...................    13,000          --         --         --         --
Interest expense.............................       309         426         82         --         --
Exploration..................................       320         768        894      1,313      1,138
Other........................................       595       8,581       (195)    (3,196)       454
                                               --------    --------    -------    -------    -------
                                                 14,224       9,775        781     (1,883)     1,592
                                               --------    --------    -------    -------    -------
Earnings (loss) before the undernoted........   (21,208)    (11,988)     1,708      6,755      4,713
Income taxes (recovery)......................       (41)     (1,298)     1,103      2,069      1,815
Minority interests and participation
  rights.....................................   (10,584)     (5,345)    (1,006)        --         --
                                               --------    --------    -------    -------    -------
Net earnings (loss)..........................  $(10,583)   $ (5,345)   $ 1,611    $ 4,686    $ 2,898
                                               --------    --------    -------    -------    -------
Other financial information:
Capital expenditures.........................  $  5,975    $  6,053    $ 4,475    $11,937    $11,527
Unit costs:
  Cash cost per gold equivalent ounce........  $    210    $    211    $   169    $   161    $   222
  Cash cost per tonne milled.................        10          12         16         17         16
  Total production cost per gold equivalent
     ounce...................................       317         290        276        276        319




     Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.


CRIXAS MINE


     As a result of the formation of the TVX Newmont Americas joint venture, TVX
maintains a 50% legal interest but only a 25% economic interest in the Crixas
Mine, which is situated in central Goias State, Brazil, approximately 250
kilometres northwest of Goiania, the state capital, and three kilometres from
the town of Crixas. See "Risk Factors -- Joint Ventures" on page B-41.


     Access to the area is by a paved road which links the town of Crixas and
the Belem-Brasilia highway 120 kilometres to the southeast.

     The Crixas Mine is owned by Mineracao Serra Grande, S.A, which in turn is
50% owned by Newinco Comercio e Participacoes Limitada , a Brazilian corporation
wholly owned by TVX, and 50% by Brazilian affiliates of AngloGold (formerly
Minorco). TVX has granted Newmont a 25% economic interest in the Crixas Mine
leaving TVX with a 50% legal interest and a 25% economic interest.

     Serra Grande has interests in mineral rights covering a total area of
16,078 hectares. These interests include two mining leases covering a combined
area of 6,482 hectares, eleven exploration licences over an area of 6,576
hectares and four exploration applications awaiting renewal covering further
areas totalling 3,019 hectares.

     Inco and certain of its Brazilian affiliated corporations and AngloGold and
certain of its Brazilian affiliates entered into a series of agreements
effective July 31, 1987 for the purposes of developing the Crixas Mine and
establishing procedures for ongoing operations. TVX acquired its interests in
Serra Grande on January 7, 1991. Serra Grande is

                                       B-17


managed by an administrative council and an executive committee. Mineracao Morro
Velho S.A., a Brazilian affiliate of AngloGold, is designated as the manager of
the project and as such is responsible for the day-to-day operations of the
mine.

EXPLORATION AND DEVELOPMENT HISTORY

     Inco first began geological, geochemical and geophysical reconnaissance
work in the Crixas region in 1973. Detailed geological mapping and ground
magnetic surveys were completed and diamond drilling was conducted from 1973 to
1976. In 1976, Inco discovered gold mineralization below a group of excavations
known as the Mina III Old Workings and began concentrating its effort in that
area.

     Subsequently, Inco decided to seek a partner to help fund further
exploration and development and, in April 1983, Kennecott Corporation signed an
option agreement to earn a 50% interest in the project. This agreement required
the submission of a feasibility study and the commitment to spend $21 million.
In 1986, Kennecott Corporation sold its participation in the project to an
affiliate of Anglo American, which continued underground development and
exploration and completed a bankable feasibility study in 1987.

     On October 16, 1987, the decision was made to proceed with the development
of a mine and associated processing facilities having an annual throughput of
365,000 tonnes at a total capital cost of $67,896,000. Mining started in 1987
with ore being stockpiled on the surface. Development was largely completed by
the end of 1989, enabling successful testing of the metallurgical circuit to
take place through the fourth quarter of 1989. Initial dore bullion associated
with this testing was poured on November 14, 1989. Initial gold sales from the
project occurred in January, 1990.

     In 1993, a ramp decline was driven to provide further access to the Mina
Nova orebody located approximately two kilometres from the existing mine.
Exploration on this deposit occurred in 1995 and production began in 1996.
During 1995, an exploration program involving 3,420 metres of drilling
discovered an additional orebody to the south of Mina III, named Corpo Sul. An
exploration drift reached this orebody in January, 1996.

     Positive exploration results at Palmeiras have almost doubled the available
resource to some 255,000 oz, grading 8.79 g/t gold. A major deep drilling
project took place in 2001 at Mina III. The deep drilling program at Mina III to
investigate the potential of the lower thin quartz rich veins, below levels 600
to 800, was terminated with fairly limited success. While the main mineralized
structures continue to exist, as evidenced by the quartz presence and abundant
visible gold, the reported grades were generally not economic. More than 17,700
meters were drilled.

GEOLOGY AND MINERALIZATION

     The Crixas property is situated in the Crixas greenstone belt in the State
of Goias in central Brazil and forms part of a well-preserved tract of Archean
terrain which is composed of three slightly arcuate strips or belts of volcano-
sedimentary rocks trending in an approximately north-south direction. It is
intruded by granitic rocks and, in places, is partially covered by the Middle
Proterozoic Araxa Group.

     The Mina III gold deposit occurs within folded metavolcanic and
metasedimentary rocks of the Ribeirao das Antas Formation of Archean age. These
rocks are well foliated, upper greenschist facies consisting largely of
chlorite, biotite, graphite, carbonate and feldspar plus minor chloritoid and
garnet. Although uniformly foliated, the schists do not commonly exhibit joints
or shears.

     The Mina III deposit is a stratabound deposit. Mineralization occurs within
three stratagraphic horizons referred to as the Upper, Intermediate and Lower
Ore Zones. The ore grade portions of the three horizons are markedly elongated
in a west-northwest direction and are stacked vertically above one another.
About 60 metres of barren rock separate each ore zone from the next overlying
zone.

     The Upper Zone ore is geologically complex and includes massive sulphide
ore, chloritoid-garnet ore with lesser amounts of arsenopyrite, pyrrhotite and
magnetite and sericite ore, a quartz-sericite schist with minor disseminated
arsenopyrite and pyrrhotite. The Intermediate Zone ore is very similar to the
Upper Zone and is sandwiched within a dolomite unit. This zone is less
continuous than the other zones. The Lower Zone ore is associated with a very
persistent metachert horizon which has been traced by drilling for 1,800 metres
down plunge. Gold mineralization occurs within the metachert, at the footwall of
the chert and in the foot and hangingwall of the graphite schists.

                                       B-18


RESERVES AND RESOURCES SUMMARY


     The mineral reserves set forth below represent 100% of the Crixas deposit,
in which TVX holds a 25% beneficial interest and a 50% legal interest.



     Reserves, consisting of diluted proven and probable mineral reserves, for
the Crixas ore deposits, of which 0.540 million ounces of gold were in the
proven category and 0.458 million ounces of gold were in the probable category,
were estimated as follows:



                                MINERAL RESERVES





                                                                          2001
                                         ----------------------------------------------------------------------
                                                      PROVEN                              PROBABLE
                                         ---------------------------------    ---------------------------------
                                                                CONTAINED                            CONTAINED
                GOLD                       TONNES      GRADE      OUNCES        TONNES      GRADE      OUNCES
                ----                     ----------    -----    ----------    ----------    -----    ----------
                                         (millions)    (g/t)    (millions)    (millions)    (g/t)    (millions)
                                                                                   
Total................................       2.3        7.27       0.540          1.9        7.41       0.458





                                                                                            CONTAINED
DECEMBER 31, 2001                                                 TONNES      GOLD GRADE     GOLD OZ
-----------------                                               ----------    ----------    ---------
(100%)                                                          (millions)     (g/t)        (millions)
                                                                                   
Mina III....................................................       2.7           8.98         0.769
Mina Nova...................................................       1.6           4.53         0.229
                                                                   ---           ----         -----
Total.......................................................       4.3           7.33         0.998
                                                                   ===           ====         =====




                                                                                            CONTAINED
DECEMBER 31, 2000                                                 TONNES      GOLD GRADE     GOLD OZ
-----------------                                               ----------    ----------    ---------
(100%)                                                          (millions)     (g/t)        (millions)
                                                                                   
Mina III....................................................       2.3          10.88         0.815
Mina Nova...................................................       1.8           4.63         0.270
                                                                   ---          -----         -----
Total.......................................................       4.1           8.14         1.085
                                                                   ===          =====         =====



     There were no measured and indicated resources as at December 31, 2001. For
more detail on reserves, please refer to the summary on pages B-6 to B-8.


MINING AND PROCESSING

     The Crixas Mine is an underground operation accessed from surface by means
of a decline ramp. The mining methods used are primarily mechanized cut-and-fill
and room-and-pillar with some slusher mucking. Ore is transported to surface by
22.5 tonne trucks. Mining currently focuses on the Mina III deposit on the 100,
250, 300, 350 and 400 metre levels with the Mina Nova deposit contributing
minimal feed.

     The ore is processed at an on-site mill which had an initial 365,000 tonnes
per annum capacity. Following the completion in 1992 of an incremental expansion
at a cost of $2.8 million, the rated annual capacity increased to 450,000
tonnes. A further increase in plant throughput to a rated annual capacity of
485,000 tonnes occurred in 1995. The mill operates 362 days per year and uses
the Merrill-Crowe zinc precipitation process to recover gold. In 1996, an
additional expansion to the plant occurred which increased capacity to 540,000
tonnes per year which was subsequently increased. In 2000, the underground mines
operated at 365 days which allowed annual throughput to reach 725,000 tonnes. A
gravimetric circuit installed in September 2001, continued to recover about 40%
of the total gold production, reducing the inventory. Towards the end of 2001, a
mechanized cut and fill stope trial was initiated on the lower quartz-rich vein
currently being exploited by manual room and pillar methods. If successful, this
method should result in increased productivity. To date, tests are showing
encouraging results. TVX's share of production in 2001 was 48,100 ounces at a
cash cost of $110 per ounce. Production attributable to TVX in 2002 is planned
at 45,000 ounces at a cash cost of $112 per ounce.

     Mill tailings are deposited in a tailings area located in a natural valley
approximately two kilometres from the plant. A second dam, located down the
valley, acts as an overflow catchment area during periods of high rainfall.
Decanted solutions from the tailings area are recirculated as mill process
makeup water.

                                       B-19


     In Brazil, electricity is predominantly (90%) sourced from hydro-electric
power. Low rainfalls in recent years caused serious energy shortfalls. In
response to this shortfall, all electricity users (both domestic and industrial)
had been ordered, as from June 1, 2000, to reduce electricity draw-down from the
grid by 20%. The Crixas mine secured alternative electricity supplies from
rented generators and buying power on the market. All restrictions were lifted
in the first quarter of 2002.

SUMMARY OF PRODUCTION AND FINANCIAL DATA

     The following table summarizes certain gold production and operating
information relating to the Crixas Mine for the years indicated (100%):



                                                     YEARS ENDED DECEMBER 31,
                                        ---------------------------------------------------
                                         2001       2000       1999       1998       1997
                                        -------    -------    -------    -------    -------
                                                                     
Total tonnes milled...................  740,300    736,000    620,000    602,000    558,600
Average grade milled (grams per
  tonne)..............................      8.5        8.5        8.0        7.8        7.5
Recovery rate (%).....................     95.3       95.4       98.0         95         95
Production (ounces)...................  192,300    192,800    124,000    144,200    128,100
Number of employees...................      451        434        435        433        441


     As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (50%) is shown in
the following selected financial information (000's except for unit costs):




                                                               YEARS ENDED DECEMBER 31,
                                                    -----------------------------------------------
                                                     2001      2000      1999      1998      1997
                                                    -------   -------   -------   -------   -------
                                                                             
Revenue...........................................  $26,699   $26,774   $21,712   $20,329   $22,328
                                                    -------   -------   -------   -------   -------
Cost of sales.....................................   10,719    10,624     9,694    11,623    11,978
Depletion and depreciation........................    5,007     4,897     4,623     4,143     3,884
                                                    -------   -------   -------   -------   -------
                                                     15,726    15,521    14,317    15,766    15,862
                                                    -------   -------   -------   -------   -------
Earnings before the undernoted....................   10,973    11,253     7,395     4,563     6,466
                                                    -------   -------   -------   -------   -------
Interest expense..................................      534     1,131       741       711       646
Exploration.......................................      237       584       215        83       422
Other.............................................     (166)     (499)     (687)     (243)     (590)
                                                    -------   -------   -------   -------   -------
                                                        605     1,216       269       551       478
                                                    -------   -------   -------   -------   -------
Earnings before the undernoted....................   10,368    10,037     7,126     4,012     5,988
Income taxes......................................    1,325     2,529     2,474       438     1,165
Minority interests and participation rights.......    4,522     3,754     1,430        --        --
                                                    -------   -------   -------   -------   -------
Net earnings......................................  $ 4,521   $ 3,754   $ 3,222   $ 3,574   $ 4,823
                                                    -------   -------   -------   -------   -------
Other financial information:
Capital expenditures..............................  $ 3,254   $ 2,912   $ 2,362   $ 3,129   $ 3,720
Unit costs:
  Cash cost per gold ounce........................  $   110   $   112   $   125   $   167   $   187
  Cash cost per tonne milled......................       29        29        31        39        43
  Total production cost per gold ounce............      161       164       184       227       247




     Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.


                                       B-20


SERRA GRAND DEBT

     Serra Grande continues to receive advances against future export
commitments. These loans, denominated in U.S. dollars, totalled $7.2 million at
December 31, 2001. Interest rates averaged 3.3% in 2001.

BRASILIA MINE

     The Morro do Ouro gold deposit at the Brasilia Mine occupies a low hill
adjacent to the town of Paracatu which is approximately 200 kilometres southeast
of Brasilia, the capital of Brazil, on the paved highway connecting Brasilia
with Belo Horizonte, the state capital of Minas Gerais.


     In early 1986, pursuant to agreements between Autram Mineracao e
Participacoes S.A., a Brazilian corporation, and two Brazilian subsidiaries of
Rio Tinto-Zinc plc, Rio Paracatu Mineracao S.A. and RTZM Mineracao Ltda., Autram
Mineracao and RTZM Mineracao entered into a joint venture for the purpose of
developing a mine at Morro do Ouro located adjacent to the town of Paracatu, in
the State of Minas Gerais. The Brasilia Mine consists of two mining leases
covering 1,258 hectares and 56 exploration applications which cover
approximately 56,000 hectares. Rio Paracatu, which owns and operates the
Brasilia Mine, is owned 51% by RTZM Mineracao and 49% by Autram Mineracao. See
"Risk Factors -- Joint Ventures" on page B-41.



     Rio Paracatu, formerly a wholly-owned subsidiary of RTZM Mineracao,
explored and developed the properties comprising the Brasilia Mine prior to
TVX's involvement. TVX acquired an initial 14.7% profits interest in the
Brasilia Mine in 1986 for providing a loan of $6 million to Rio Paracatu. In
1988, after the Brasilia Mine had been completed and was operating at design
capacity, TVX acquired a net 5% interest for $6.75 million from companies
controlled by Eike Batista and Fernando L.V. Cabral Silva. TVX also acquired an
option, subsequently exercised, from Bankers Trust Company of New York to
acquire a further 3% interest in the mine for $4.95 million. During 1988, TVX's
interests in the Brasilia mine were converted to a 68.8% equity interest in
Autram Investimentos S.A. (one of the predecessor companies to TVX Participacoes
Ltda.), which was equivalent to a 22.7% indirect interest in the Brasilia Mine.
On January 25, 1995, TVX increased its interest in the Brasilia Mine to 33% by
acquiring the remaining 31.2% of Autram Investmentos from APSA Participacoes
S.A, the shareholders of which include Batista. At the end of 1997, TVX
increased its interest in the Brasilia Mine to 49% by acquiring the remaining
32.7% of Autram Mineracao from Entech Inc., a subsidiary of Montana Power
Company. Pursuant to the formation of the TVX Newmont Americas joint venture,
TVX reduced its equity interest in the Brasilia Mine to 24.5%. For further
information, please refer to disclosure under the heading "Legal Proceedings --
Litigation in Brazil" on page B-43.


EXPLORATION AND DEVELOPMENT

     Initial exploration by RTZM Mineracao, which began work in the Paracatu
area in 1980, indicated that the Morro do Ouro deposit was a large-tonnage,
low-grade gold deposit amenable to large-scale, low-cost processing. Following
completion of a positive feasibility study, RTZM Mineracao decided to proceed
with development of the Brasilia Mine and engineering for the project began in
1985.

     A major exploration project was carried out during 2000 with $650,000 spent
to explore the Calha sector with encouraging results. The 2001 exploration
diamond drilling was also successful with reserves and resources being
increased. Considering the increase in reserves, RTZM Mineracao is initiating
preliminary investigations into increasing mill throughput by up to 50%.

GEOLOGY AND MINERALIZATION

     The host rock comprising the Morro do Ouro deposit lies within a
sandstone-shale succession known as the Paracatu Formation. These rocks are part
of the central Brazilian shield, are Proterozoic in age and form part of a
marine sequence containing carbonates, shales and sandstone.

     The portion of the Paracatu Formation of economic interest is a very well
laminated, dark grey phyllite with thin lenses of carbonate and lenses or single
crystals of sulphides, and contains a thin but persistent band of quartzite and
other thinner and less consistent sandstone horizons. Quartz is present as
variably-sized occurrences up to 0.5 metres in size, called boudins. Gold is
present as the native metal, alloyed with minor amounts of silver, and tends to
occur around the quartz boudins particularly where the boudins are marked by
layers of iron carbonates and/or pyrrhotite. The weathered 40 metre thick
phyllite package was the object of the mining plan to the end of 1997 and has
been subdivided from top to bottom into ore types C, T and B1. Underlying the B1
ore the mineralization extends for approximately 30 metres more, hosted in a
layer of partially weathered phyllite with visible sulphide (total sulphur

                                       B-21


exceeds one per cent) and high graphitic content. The grade of this lower
phyllite layer, known as type B2 ore, is similar to the remainder of the
orebody.

RESERVES AND RESOURCES SUMMARY


     The mineral reserves and resources set forth below represent 100% of the
Brasilia deposit, in which TVX holds a 24.5% interest. Reserves, consisting of
diluted proven and probable mineral reserves, for the Brasilia ore deposit, of
which 4.413 million ounces of gold were in the proven category and 0.671 million
ounces of gold were in the probable category, were estimated as follows:



                                MINERAL RESERVES





                                                                          2001
                                         ----------------------------------------------------------------------
                                                      PROVEN                              PROBABLE
                                         ---------------------------------    ---------------------------------
                                                                CONTAINED                            CONTAINED
      GOLD AND GOLD EQUIVALENT             TONNES      GRADE      OUNCES        TONNES      GRADE      OUNCES
      ------------------------           ----------    -----    ----------    ----------    -----    ----------
                                         (millions)    (g/t)    (millions)    (millions)    (g/t)    (millions)
                                                                                   
Total................................      320.7       0.43       4.413          49.1       0.43       0.671






                                                                                          CONTAINED
DECEMBER 31, 2001                                               TONNES      GOLD GRADE     GOLD OZ
-----------------                                             ----------    ----------    ---------
                                                              (millions)     (g/t)        (millions)
                                                                                 
C/T/B1 and B2 zones.........................................    369.8          0.43         5.084
                                                                -----          ----         -----
Total.......................................................    369.8          0.43         5.084
                                                                =====          ====         =====






                                                                                          CONTAINED
DECEMBER 31, 2000                                               TONNES      GOLD GRADE     GOLD OZ
-----------------                                             ----------    ----------    ---------
                                                              (millions)     (g/t)        (millions)
                                                                                 
C/T/B1 and B2 zones.........................................    260.8          0.42         3.563
                                                                -----          ----         -----
Total.......................................................    260.8          0.42         3.563
                                                                =====          ====         =====




     Mineral resources at December 31, 2001, which include measured and
indicated resources, were estimated as follows:



                               MINERAL RESOURCES





                                                                                  2001
                                                               ------------------------------------------
                                                                    MEASURED               INDICATED
                                                               -------------------    -------------------
GOLD AND GOLD EQUIVALENT                                         TONNES      GRADE      TONNES      GRADE
------------------------                                       ----------    -----    ----------    -----
                                                               (millions)    (g/t)    (millions)    (g/t)
                                                                                        
Total......................................................       45.0       0.45       145.0       0.38




     For more detail on reserves and resources, please refer to the summaries on
pages B-6 to B-10.



     The reserves and resources increased in 1997 due to the inclusion of the B2
ore zone. This zone was previously excluded because the sulphide content of the
ore prevented the recovery of gold in the existing plant. During 1997, a major
plant expansion and modifications were completed to allow recovery of gold from
B2 ore resulting in the inclusion of this material into the resource/reserve
totals. Initial metallurgical problems treating this ore necessitated the
commissioning of a fifth mill in 1999. TVX's share of production in 2001 was
45,800 ounces at a cash cost of $191 per ounce. TVX's share of production is
expected to be 56,000 ounces at a cash cost of $179 per ounce in 2002.


MINING AND PROCESSING

     The ore, which is mined from surface and requires no drilling or stripping,
and minimal blasting, is loaded by front-end loaders into trucks which transport
the ore to the crushers. In 1995, it was decided to replace the mining
contractor, who was using 20-tonne trucks, with a fleet of 85-tonne and
100-tonne trucks owned by the mine, at a capital cost of $14 million. The new
fleet commenced operations in February, 1996. Exploration started in 1999 to
evaluate extensions of the orebody both laterally and at depth. The mill
operates seven days a week, 24 hours a day, with feed for the plant obtained
from stockpiles when the mine is not operating.

                                       B-22


     The ore is crushed and ground prior to introduction into a flotation
circuit. The concentrate is treated by gravimetric methods first and the coarser
gold is recovered. The concentrate reject from the gravimetric plant is then
treated by a conventional cyanidation and carbon-in-leach circuit developed by
Rio Tinto-Zinc. Development of the orebody and the ore treatment plant cost a
total of $65 million. The plant was completed in November, 1987 with full
commercial production attained in April, 1988.

     The rated throughput of the processing plant was increased to 9.5 million
tonnes per year in 1992 with the completion of a $12.9 million optimization
project. The optimization project was designed to supplement mill grinding
capacity by the installation of a larger rod mill and additional flotation
cells, and an increase in process water supply. As a result of further
improvements, including finer run-of-mine fragmentation and larger aperture mill
trommels in 1993, the mill processed 13.4 million tonnes of ore in 1994 and 13.6
million tonnes in 1995. In 1996, an expansion of the existing facilities to 18
million tonnes per year at a cost of $65 million was approved. The expansion
project was completed in December 1997. Commissioning of the new
hydro-metallurgical plant continued into the first quarter of 1998.
Commissioning problems dictated a change in the mining plan to treat a mixture
of B1 and B2 material. The problems in the grinding circuit proved intractable
and necessitated the installation of a fifth mill which was installed in 1999.
At the end of 2000, following commissioning of the fifth mill, the plant was
operating at 20 mtpa, the budgeted level. In 2001, a new grinding control system
was installed which should optimize plant operation and recoveries. Significant
repairs were required to all mills in 2001 due to the development of extensive
cracks in welds directly associated with the processing of harder ore. In
addition, heavy rains during the fourth quarter of 2001 necessitated a change in
the mining plan, resulting in the processing of lower grade ore. By the end of
2001, all mills were operational and a new mine plan was being prepared to
better blend the ore.

     In Brazil, electricity is predominantly (90%) sourced from hydro-electric
power. Low rainfalls in recent years caused serious energy shortfalls. In
response to this shortfall, all electricity users (both domestic and industrial)
had been ordered, as from June 1, 2000, to reduce electricity draw-down from the
grid by 20%. The Brasilia mine secured alternative electricity supplies from
rented generators and buying power on the market. All restrictions were lifted
in the first quarter of 2002.

ENVIRONMENT

     Because of its close proximity to Paracatu, Brasilia is very concerned with
dust, noise control and water quality. Dust levels are monitored at several
sites on the property as well as at three locations in Paracatu. Access and
internal roads are surfaced with laterite and sprayed constantly with water,
while dormant mine areas are sprayed with lime solution to prevent
wind-generated dust. All process water is directed to the tailings area and
tested daily to check acidity and the presence of chemicals, suspended solids,
metals and oxygen. Groundwater monitoring wells drilled downstream from the
treatment and collection ponds are tested for the same substances.

     As mining proceeds at Brasilia, berms are constructed to screen the mine
area and planted with vegetation. The mine supports its own nursery, which
employs four horticulturalists, and is capable of providing 20,000 seedlings a
year. Brasilia's facilities also include an environmental simulation laboratory
where chemists are able to assess control methods for potential contaminants.

SUMMARY OF PRODUCTION AND FINANCIAL DATA

     The following table summarizes certain gold production and operating
information relating to the Brasilia Mine for the years indicated (100%):



                                                        YEARS ENDED DECEMBER 31,
                                   ------------------------------------------------------------------
                                      2001          2000          1999          1998          1997
                                   ----------    ----------    ----------    ----------    ----------
                                                                            
Total tonnes milled..............  16,488,000    19,745,000    17,474,725    15,613,000    15,310,000
Average grade milled (grams per
  tonne).........................        0.45          0.47          0.45          0.48          0.47
Recovery rate (%)................        78.3          75.8          73.4            72            74
Production (ounces)..............     186,900       228,800       185,200       181,300       156,500
Number of employees..............         512           512           510           460           558


                                       B-23


     As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (22.7% prior to
January 25, 1995; 33% to December 31, 1997; 49% to June 30, 1999) is shown in
the following selected financial information (000's except for unit costs):




                                                             YEARS ENDED DECEMBER 31,
                                                ---------------------------------------------------
                                                 2001       2000       1999       1998       1997
                                                -------    -------    -------    -------    -------
                                                                             
Revenue.......................................  $25,386    $30,361    $26,318    $25,784    $17,067
                                                -------    -------    -------    -------    -------
Cost of sales.................................   17,953     19,402     16,608     20,409     11,129
Depletion and depreciation....................    5,091      8,079      7,296      7,714      5,331
                                                -------    -------    -------    -------    -------
                                                 23,044     27,481     23,904     28,123     16,460
                                                -------    -------    -------    -------    -------
(Loss) earnings before the undernoted.........    2,342      2,880      2,414     (2,339)       607
                                                -------    -------    -------    -------    -------
Interest expense..............................      575        505      3,406      4,706      2,514
Other.........................................      593     (4,060)    (6,306)    (5,602)    (4,279)
                                                -------    -------    -------    -------    -------
                                                  1,168     (3,555)    (2,900)      (896)    (1,765)
                                                -------    -------    -------    -------    -------
Earnings (loss) before the undernoted.........    1,174      6,435      5,314     (1,443)     2,372
Income taxes (recovery).......................     (215)       253         --         --        365
Minority interests and participation rights...      695      3,091      2,039         --         --
                                                -------    -------    -------    -------    -------
Net earnings (loss)...........................  $   694    $ 3,091    $ 3,275    $(1,443)   $ 2,007
                                                -------    -------    -------    -------    -------
Other financial information:
Capital expenditures..........................  $ 2,004    $ 2,171    $ 4,636    $ 2,434    $12,532
Unit costs:
  Cash cost per gold ounce....................  $   191    $   179    $   176    $   234    $   215
  Cash cost per tonne milled..................     2.20       2.00       1.90       2.70       2.20
  Total production cost per gold ounce........      246        254        253        322        319




     Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.


RIO PARACATU DEBT

     Rio Paracatu continues to receive advances against future export
commitments. These loans, totalling $67.0 million, are denominated in U.S.
dollars and, in 2001, interest was charged at rates averaging 8.0%. These debts
are utilized principally to arbitrage interest in Brazil and are supported by
cash deposits of similar term.

MUSSELWHITE MINE

     The Musselwhite property is operated as an unincorporated joint venture and
is located in the vicinity of Opapimiskan Lake, 120 kilometres north of Pickle
Lake, Ontario, Canada. Access to the property is by a 45 kilometre road from
Provincial Highway 808 or by air from Pickle Lake. The property consists of a
core of 338 leased mining claims bounded by 231 contiguous unpatented mining
claims for a total of 569 claims covering an area of 9,118 hectares.


     The Musselwhite joint venture participants are Placer Dome Canada Limited
(68.07%) and the TVX Newmont Americas joint venture (31.93%). Each party is
responsible for funding the expenses incurred in any work program in proportion
to its participating interest in the joint venture. Placer Canada is designated
as the operator of the joint venture, and thus is responsible for preparing work
programs and carrying out and supervising all work to be performed under each
work program. The management committee is comprised of four members of whom two
are the nominees of the TVX Newmont Americas joint venture. Decisions of the
management committee require the approval of nominees representing at least a
majority interest in the joint venture. See "Risk Factors -- Joint Ventures" on
page B-41.


                                       B-24


     In 1962, two Ontario prospectors, Harold and Allan Musselwhite, discovered
a gold-bearing quartz vein on the north shore of Lake Opapimiskan and in 1973,
they obtained sufficient financing to carry out exploration on a relatively
small scale. Exploration continued until 1980, during which time several small
zones of gold mineralization were discovered.

     In 1980, a major drilling program resulted in the discovery of the West
Anticline Zone (1 million tonnes averaging 7.5 grams of gold per tonne) and the
Camp Zone (400,000 tonnes at 6.9 grams per tonne). Underground exploration of
the West Anticline Zone was carried out from an adit in 1984 but structural
complexities affected the calculated resource grade and activity moved elsewhere
on the property. The East Bay Zones (formerly Snoppy Pond Zones) were found in
1985.

     In 1988 and 1989, a $17 million underground exploration program and a
feasibility study were carried out. Mine construction was postponed due to the
high cost of power and infrastructure.


     By the end of 1992, 12 zones of gold mineralization had been identified.
The main Musselwhite deposit is a long narrow band that starts near the surface
of Snoppy Pond, then plunges northwest to about 200 metres below surface at the
edge of Lake Opapimiskan, reaching about 400 metres below surface under the
lake.


     The 1993 work program focused on a new exploration strategy which was to
improve the tonnage rather than the grade of material, thereby creating a much
larger inventory of contained gold. In early 1993, this inventory amounted to
1.3 million ounces of gold.

     In 1993, diamond drilling, including barge drilling, and geological
compilations were carried out. As a result of this exploration work, TVX and
Placer Canada agreed to accelerate the underground exploration program for the
Musselwhite project and to increase the 1994 expenditure from Cdn.$12 million to
Cdn.$21.8 million. This increased expenditure was designed to complete
exploration and to advance the project to the feasibility stage.

     The 1994 work program included infill surface drilling, dewatering the
underground workings, driving an access ramp to the T-Antiform Zone and
underground diamond drilling. Drifts and raises were positioned along the
mineralized zones to gather detailed geological and engineering information.
Construction of the ramp and related underground work were completed to enable
the detailed drilling and sampling necessary to upgrade the measured and
indicated resource estimate.

     Total costs for the 1995 program were approximately $15 million and
included the construction of a 45-kilometre all-weather road to the property and
a feasibility study which was completed in the first quarter of 1996 when a
production decision was made.

     Exploration work in 1997 identified additional resources. Of particular
interest was shallow-depth mineralization outlined at Snoppy Pond which was
included in the 1998 year end reserve statement for the first time. Drilling
activity in 2000 added 234,999 oz to the reserves before production of 255,883
oz resulting in a net decrease in reserve of 20,884 oz. Exploration drilling
continued to identify additions to the resource base.

GEOLOGY AND MINERALIZATION

     The Musselwhite property ore zones are situated within the Weagamow-North
Caribou Greenstone Belt of the Sachigo sub-province of the Superior geologic
province. Gold bearing mineralization is characteristically hosted in folded
oxide-silicate facies banded iron formations. The main deposits are developed as
a series of sub-vertical tabular bodies along the tightly-folded 15 to 18 degree
northwesterly plunging T-Antiform structure. Gold mineralization in the West
Anticline zone occurs within quartz-pyrrhotite-albite- almandine veinlets and
lenses which parallel a secondary deformation axial planar cleavage, and as
stratabound disseminated mineralization. Other deposits are developed along the
limbs and subsidiary fold structures within the larger East Bay Synform and West
Anticline.

                                       B-25


RESERVES AND RESOURCES SUMMARY


     The mineral reserves and resources set forth below represent 100% of the
Musselwhite deposit in which TVX holds a 16% interest. Reserves, consisting of
diluted proven and probable mineral reserves for the Musselwhite ore deposits,
of which 1.882 million ounces of gold were in the proven category and 0.411
million ounces of gold were in the probable category, were estimated as follows:



                                MINERAL RESERVES





                                                                          2001
                                         ----------------------------------------------------------------------
                                                      PROVEN                              PROBABLE
                                         ---------------------------------    ---------------------------------
                                                                CONTAINED                            CONTAINED
                GOLD                       TONNES      GRADE      OUNCES        TONNES      GRADE      OUNCES
                ----                     ----------    -----    ----------    ----------    -----    ----------
                                         (millions)    (g/t)    (millions)    (millions)    (g/t)    (millions)
                                                                                   
Total................................       10.2       5.73       1.882          10.2       4.78       0.411






                                                                                          CONTAINED
DECEMBER 31, 2001                                               TONNES      GOLD GRADE     GOLD OZ
-----------------                                             ----------    ----------    ---------
                                                              (millions)     (g/t)        (millions)
                                                                                 
Total.......................................................     12.9          5.53         2.293






                                                                                          CONTAINED
DECEMBER 31, 2000                                               TONNES      GOLD GRADE     GOLD OZ
-----------------                                             ----------    ----------    ---------
                                                              (millions)     (g/t)        (millions)
                                                                                 
Total.......................................................     14.2          5.58         2.545




     Mineral resources at December 31, 2001, which include measured and
indicated resources, are estimated as follows:



                               MINERAL RESOURCES





                                                                                  2001
                                                               ------------------------------------------
                                                                    MEASURED               INDICATED
                                                               -------------------    -------------------
                           GOLD                                  TONNES      GRADE      TONNES      GRADE
                           ----                                ----------    -----    ----------    -----
                                                               (millions)    (g/t)    (millions)    (g/t)
                                                                                        
Total......................................................       2.5        7.63        0.5        11.87




     For more detail on reserves and resources, please refer to the summaries on
pages B-6 to B-10.


MINING AND PROCESSING

     In February 1996, the joint venture participants made a decision to
construct a gold mine on the Musselwhite property. Gold production began in
March 1997 and the mine was projected to produce approximately 200,000 ounces of
gold per year for 11 years, at an estimated average cash cost of $210 per ounce.
The capital cost of placing the mine in production was $170 million, of which
TVX's share was $54 million.

     The feasibility study by Placer Canada envisaged a two-stage mining plan.
In the first stage, a decline ramp would access ore in the top levels of the
mine, using truck haulage to the mill, followed in later years by deeper
underground mining requiring shaft access and ore hoisting. In addition,
lower-grade ore from a small open pit was developed early to create an ore
stockpile. The mill has a nominal capacity of 3,300 tonnes of ore per day
employing conventional gravity separation, cyanide leach and carbon-in-pulp
processes. The ore is free-milling, providing gold recoveries of about 95%. In
2001, throughput increased to 3,650 tonnes per day through an amendment to an
agreement with the local First Nations communities. Two backfill pillar failures
in 2001 directly impacted mine tonnage and required the mining of some lower
grade stopes. In addition, construction on a conveyor project costing
approximately Cdn.$25 million was commenced during 2001, which is scheduled to
reduce truck haulage and related costs; while behind schedule and over budget,
the project should be completed during the third quarter of 2002.

     Mining and milling are carried out at approximately 1.2 million tonnes of
ore per year. The mine is a fly in, fly out operation and power is provided by a
transmission line connected to the provincial power grid at Pickle Lake.

                                       B-26


     The mine commenced full operations in 1997 and provided 282 new jobs in the
region. A key element of the project is an agreement ensuring the active
participation of the local First Nations communities. Environmental impact and
reclamation plans, including measures to protect water quality in rivers and
lakes, have been approved by the province of Ontario and the Government of
Canada.

     TVX's share of production in 2001 was 37,300 ounces at a cash cost of $192
per ounce. TVX's share of production in 2002 is projected at 37,000 at a cash
cost of $181 per ounce.

SUMMARY OF PRODUCTION AND FINANCIAL DATA

     The following table summarizes certain gold production and operating
information relating to the Musselwhite Mine for the years indicated (100%):



                                                           YEARS ENDED DECEMBER 31,
                                          -----------------------------------------------------------
                                            2001         2000         1999         1998        1997
                                          ---------    ---------    ---------    ---------    -------
                                                                               
Total tonnes milled.....................  1,291,400    1,228,100    1,218,931    1,194,500    961,400
Average grade milled (grams per
  tonne)................................        5.9          6.5          5.6          5.5        5.3
Recovery rate (%).......................       95.3         95.8           95           95         94
Production (ounces).....................    233,600      244,600      209,176      199,700    153,100
Number of employees.....................        319          262          272          263        241


     As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (32%) is shown in
the following selected financial information (000's except for unit costs):




                                                             YEARS ENDED DECEMBER 31,
                                                ---------------------------------------------------
                                                 2001       2000       1999       1998      1997(1)
                                                -------    -------    -------    -------    -------
                                                                             
Revenue.......................................  $20,122    $21,892    $18,507    $18,864    $14,751
                                                -------    -------    -------    -------    -------
Cost of sales.................................   14,281     12,526     11,924     11,790      9,704
Depletion and depreciation....................    5,904      5,922      7,477      7,504      5,643
                                                -------    -------    -------    -------    -------
                                                 20,185     18,448     19,401     19,294     15,347
                                                -------    -------    -------    -------    -------
Earnings (loss) before the undernoted.........      (63)     3,444       (894)      (430)      (596)
                                                -------    -------    -------    -------    -------
Exploration...................................      488        555        255        216        587
Other.........................................       47        166         29        272         82
                                                -------    -------    -------    -------    -------
                                                    535        721        284        488        669
                                                -------    -------    -------    -------    -------
Earnings (loss) before the undernoted.........     (598)     2,723     (1,178)      (918)    (1,265)
Income taxes..................................       --         --         --         --         --
Minority interests and participation rights...     (299)     1,362       (112)        --         --
                                                -------    -------    -------    -------    -------
Net earnings (loss)...........................  $  (299)   $ 1,361    $(1,066)   $  (918)   $(1,265)
                                                -------    -------    -------    -------    -------
Other financial information:
Capital expenditures..........................  $ 4,032    $ 1,076    $ 2,017    $ 1,708    $24,226
Unit costs:
  Cash cost per gold ounce....................  $   192    $   161    $   180    $   184    $   208
  Cash cost per tonne milled..................       35         32         31         31         32
  Total production cost per gold ounce........      272        237        293        301        329



---------------

(1) For accounting purposes, production commenced April 1, 1997.


     Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.


                                       B-27


NEW BRITANNIA MINE

     The New Britannia Mine is located in the town of Snow Lake in the province
of Manitoba, Canada. Snow Lake is located approximately 700 kilometres northwest
of Winnipeg, the capital of the province.


     The New Britannia Mine is a joint venture which began commissioning in
September, 1995. This underground, shaft accessed mine is owned 50% by the TVX
Newmont Americas joint venture and 50% by High River Gold Mines Ltd., with the
TVX Newmont Americas joint venture as the operator and High River acting as the
exploration manager. TVX acquired a 50% interest on June 14, 1994 from High
River by transferring back to High River TVX's approximately 32% equity interest
in High River and High River share purchase warrants and agreeing to arrange
financing for the project. TVX immediately made a production decision and
commenced a development project which included mine dewatering, mine
development, surface facility construction and shaft rehabilitation. Production
commenced in November 1995. The TVX interest was reduced to 25% as a result of
the formation of the TVX Newmont Americas joint venture. See "Risk
Factors -- Joint Ventures" on page B-41.


     The New Britannia Mine property consists of two mining leases and 25
contiguous optioned mining claims comprising 2,304 hectares. The mining leases
are granted for 21-year terms which expire in 2013 and 2016. The optioned claims
are subject to net smelter royalties of 1.5% to 2.0% on exercise of the option
and require annual work commitments.

GEOLOGY AND MINERALIZATION

     The New Britannia Mine (formerly the Nor Acme Mine) is a former producing
gold mine which was in commercial production from 1947 through 1958 and produced
4.9 million tonnes of ore grading 5.1 grams of gold per tonne resulting in
620,000 ounces of gold. All commercial gold production was mined above the 460
metre level and, in 1958, the mine had been developed down to the 540 metre
level.

     The New Britannia gold deposit consists of the Main Zone which is
subdivided into the Toots, Dick, Ruttan and Hogg zones. The New Britannia gold
deposit is located within the Aphebian Flin Flon/Snow Lake Greenstone Belt, an
assemblage of polydeformed volcano-sedimentary supracrustal sequences intruded
by pre- and sin-tectonic ultramafic and mafic intrusions and sin- to
post-tectonic granitoid.

     The gold deposit consists of quartz-carbonate alteration zones emplaced in
a simple intercalated sequence of altered felsic and mafic volcanics and
pyroclastics. The host rocks are altered and include varying proportions of
quartz and carbonate. The contacts of the mineralized zones are often
gradational, although sharp shear and fault contacts are noted. A biotite
alteration halo occurs within a few feet of the mineralized zone.

     The main controls of the location of the mineralization within the New
Britannia deposit are contacts between rocks of different competency, warps
within a subparallel, east trending, north dipping fault splay, and a change in
the dip of the fault plane.

     Auriferous replacement zones in mafic rocks are composed of quartz, albite,
carbonate (mainly calcite), biotite, secondary amphibole and locally diopside.
Metallic minerals are arsenopyrite (1.0%), pyrrhotite, pyrite, traces of
chalcopyrite and sphalerite, and occasionally visible gold. Total sulphide
content averages less than 5%. Gold is associated with arsenopyrite, especially
when it occurs as a mesh of fine needles.

     Three other zones of mineralization have been identified north of the Main
Zone. These are, proceeding in a northerly direction from the Main Zone, the
Boundary Zone, the No. 3 Zone and the Birch Zone. Development of the No. 3 Zone
began in the fall of 1994 with development and production ore stockpiled, and
used for early mill feed upon completion of the mill.

     Exploration programs conducted in 1980 through 1982, 1987 through 1991 and
1993 identified additional resources which resulted in a decision to place the
deposit into production.

                                       B-28


RESERVES AND RESOURCES SUMMARY


     The mineral reserves and resources set forth below represent 100% of the
New Britannia deposit, in which TVX holds a 25% interest. Reserves, consisting
of diluted proven and probable mineral reserves for the New Britannia gold
deposits, of which 0.075 million ounces of gold were in the proven category and
0.283 million ounces of gold were in the probable category, were estimated as
follows:



                                MINERAL RESERVES





                                                                          2001
                                         ----------------------------------------------------------------------
                                                      PROVEN                              PROBABLE
                                         ---------------------------------    ---------------------------------
                                                                CONTAINED                            CONTAINED
                GOLD                       TONNES      GRADE      OUNCES        TONNES      GRADE      OUNCES
                ----                     ----------    -----    ----------    ----------    -----    ----------
                                         (millions)    (g/t)    (millions)    (millions)    (g/t)    (millions)
                                                                                   
Total................................       0.4        5.42       0.075          1.9        4.73       0.283






                                                                                          CONTAINED
DECEMBER 31, 2001                                               TONNES      GOLD GRADE     GOLD OZ
-----------------                                             ----------    ----------    ---------
                                                              (millions)     (g/t)        (millions)
                                                                                 
Main........................................................     2.3           4.86         0.358
                                                                 ---           ----         -----
Total.......................................................     2.3           4.86         0.358
                                                                 ===           ====         =====






                                                                                          CONTAINED
DECEMBER 31, 2000                                               TONNES      GOLD GRADE     GOLD OZ
-----------------                                             ----------    ----------    ---------
                                                              (millions)     (g/t)        (millions)
                                                                                 
Main........................................................     2.8           5.33         0.478
                                                                 ---           ----         -----
Total.......................................................     2.8           5.33         0.478
                                                                 ===           ====         =====




     Mineral resources at December 31, 2001, which include measured and
indicated resources, are estimated as follows:



                               MINERAL RESOURCES





                                                                                  2001
                                                               ------------------------------------------
                                                                    MEASURED               INDICATED
                                                               -------------------    -------------------
                 GOLD AND GOLD EQUIVALENT                        TONNES      GRADE      TONNES      GRADE
                 ------------------------                      ----------    -----    ----------    -----
                                                               (millions)    (g/t)    (millions)    (g/t)
                                                                                        
Total......................................................      0.056       3.43        1.6        3.43




     For more detail on reserves and resources, please refer to the summaries on
pages B-6 to B-10.


     Diamond drilling in 1999 was successful in replacing the 1999 gold
production and maintaining the reserves at previous levels. 2000 was the first
year since 1995 that the mine failed to replace annual production. The principal
reason was a reduction in gold price used in the reserve calculation from $325
to $290/oz. In addition, a reduction in exploration diamond drilling during 2000
further contributed to the lower gold reserves.

MINING AND PROCESSING

     Rehabilitation of the main mine started in January 1995, and development
began in May 1995, with the first development ore being skipped in November,
1995. The main method of development in the Toots Zone is conventional drilling
and blasting, with mucking by captive equipment. The new development in the Dick
and Ruttan Zones below the 540 metre level is mechanized, with
electric-hydraulic jumbos, 6-yard scoops and 24 tonne trucks. The mining method
is sublevel retreat, longhole stoping, using both electric-hydraulic and
pneumatic drills.

     A 1,010 metre deep, five-compartment shaft provides access to the mine for
men and materials. The shaft is also used to move ore to the surface from
underground loading pockets. Ore is moved to the shaft from operating workings
using high speed tracked haulage along the 390 and 915 metre levels. Waste rock
is hoisted to surface and used as backfill underground.

     Shaft deepening commenced in May 1994, reaching a final depth of 1,010
metres in late December 1994. Development of the 920 metre level haulage drift
and 950 metre level began in early 1996.
                                       B-29


     The mill facilities were completed in October 1995, with a rated capacity
of 1,850 tonnes per day, 24 hours a day, 365 days per year to process 660,000
tonnes per annum. Plant capacity has subsequently been found capable of
exceeding 2,000 tonnes per day. Total capital costs to bring the mine into
production were $37.9 million. The mill uses conventional crushing, grinding and
carbon-in-pulp technology. The introduction of the Alimak mining method is
currently being evaluated and if successful, will allow the exploitation of
portions of the New Britannia orebody, such as the Upper Toots Zone, which to
date could not be economically mined using longhole methods. Total mine
production in 2001 increased to 114,500 ounces (with TVX's share being 28,600
ounces) with cash costs declining to $187 per ounce. In 2002, TVX's share of
production is expected to be 27,500 ounces at a cash cost of $208 per ounce.

ENVIRONMENT


     The operation's location within the Snow Lake community calls for
particular attention to be paid to dust and noise control.


SUMMARY OF PRODUCTION AND FINANCIAL DATA

     The following table summarizes certain gold production and operating
information relating to the New Britannia Mine for the years indicated (100%):



                                                             YEARS ENDED DECEMBER 31,
                                                ---------------------------------------------------
                                                 2001       2000       1999       1998       1997
                                                -------    -------    -------    -------    -------
                                                                             
Total tonnes milled...........................  721,700    743,862    786,520    733,700    688,200
Average grade milled (grams per tonne)........      5.3        4.8        4.4        4.5        4.6
Recovery rate (%).............................     93.8       92.8       91.0         91         90
Production (ounces)...........................  114,500    105,512    100,911     97,600     91,400
Number of employees...........................      241        243        242        250        275


     As a consequence of the formation of the TVX Newmont Americas joint
venture, TVX's participation in the earnings and production of the mine was
reduced by one-half from July 1, 1999. As TVX controls the new TVX Newmont
Americas joint venture entities, the financial results of the operating mines
are consolidated and a 50% minority interest is deducted from these earnings.
Prior to 1999, TVX's proportionate share of the mine results (50%) is shown in
the following selected financial information (000's except for unit costs):




                                                             YEARS ENDED DECEMBER 31,
                                                ---------------------------------------------------
                                                 2001       2000       1999       1998       1997
                                                -------    -------    -------    -------    -------
                                                                             
Revenue.......................................  $15,289    $14,552    $15,202    $21,472    $19,311
                                                -------    -------    -------    -------    -------
Cost of sales.................................   10,537     10,992     10,805     11,783     12,621
Depletion and depreciation....................    5,916      4,158      4,364      4,848      4,936
                                                -------    -------    -------    -------    -------
                                                 16,453     15,150     15,169     16,631     17,557
                                                -------    -------    -------    -------    -------
Earnings (loss) before the undernoted.........   (1,164)      (598)        33      4,841      1,754
                                                -------    -------    -------    -------    -------
Mining property write-down....................    8,000         --         --         --         --
Interest expense..............................       --         --         --         --        729
Exploration...................................      466        515        530        855      1,539
Other.........................................       62         28         --        437         21
                                                -------    -------    -------    -------    -------
                                                  8,528        543        530      1,292      2,289
                                                -------    -------    -------    -------    -------
Earnings (loss) before the undernoted.........   (9,692)    (1,141)      (497)     3,549       (535)
Income taxes..................................       --         --         --         --         --
Minority interests and participation rights...   (4,846)      (571)      (250)        --         --
                                                -------    -------    -------    -------    -------
Net earnings (loss)...........................  $(4,846)   $  (570)   $  (247)   $ 3,549    $  (535)
                                                -------    -------    -------    -------    -------
Other financial information:
Capital expenditures..........................  $ 1,298    $ 1,612    $ 1,435    $ 2,678    $ 3,894
Unit costs:
  Cash cost per gold ounce....................  $   187    $   213    $   216    $   238    $   279
  Cash cost per tonne milled..................       29         30         27         32         37
  Total production cost per gold ounce........      292        293        303        336        388



                                       B-30



     Cash costs and total production costs are non-GAAP measures. For further
information on these non-GAAP measures, please refer to the disclosure under the
heading "Calculation of Cash Costs, Production Costs and Realized Revenue and
Reconciliation to Statement of Operations" on page B-5.


STRATONI OPERATIONS


     The Stratoni operation is comprised of the Madem Lakkos and Mavres Petres
Mines and the Stratoni Mill and produces lead-silver and zinc concentrates.
These mines and mill were part of the Hellenic gold assets acquired by TVX in
1995. For further information please refer to the disclosure under the headings
"Development Properties -- Hellenic Gold Complex" and "Legal Proceedings --
Litigation in Greece" on page B-43.


GEOLOGY AND MINERALIZATION

     The Madem Lakkos and Mavres Petres deposits are skarn deposits. The
sulphide mineralization consists of galena, sphalerite, pyrite, arsenopyrite,
chalcopyrite, tennantite-tetrahedrite and a wide range of other metallic
minerals including cubanite and galenobismuthite. Gangue minerals are mainly
calcite, sericite, quartz and rhodochrosite. Mineralization at both the Madem
Lakkos and Mavres Petres deposits occurs within marble units or along the
contacts between marble and the overlying schists and gneisses and is controlled
by the marble/schist-gneiss contact.

     Resources at Madem Lakkos and Mavres Petres were sufficient for the
production of approximately 337,000 tonnes of ore in 2001, with head grades
averaging 10.5% zinc, 8.7% lead and 214 grams per tonne of silver. Operations at
the Mavres Petres deposit, located two kilometres from Madem Lakkos, were
suspended when TVX completed its purchase of the complex and investigation work
commenced to examine the potential for reopening the Mavres Petres mine.
Following a positive result to this study, the mine was brought back into
production in 2000. It is expected that the reserves of Madem Lakkos will be
depleted in mid-2002. Reserves at the Mavres Petres mine are sufficient to
sustain production for 4.5 years at a milling rate of approximately 450,000
tonnes per annum.

RESERVES AND RESOURCES SUMMARY


     The mineral reserves and resources set forth below represent 100% of the
Stratoni deposit. TVX's 100% interest is subject to a 12% carried interest and a
right to acquire a 12% participating interest in favour of certain third
parties. Reserves, consisting of diluted proven and probable mineral reserves,
for the Stratoni ore deposits were estimated as follows;



                                MINERAL RESERVES





DECEMBER 31, 2001                                             TONNES               GRADE
-----------------                                             ------    ----------------------------
                                                              (000s)    (g/t) Ag    (%) Pb    (%) Zn
                                                                                  
Reserves....................................................  2,100       200        7.9       10.9
Total Reserves..............................................  2,100       200        7.9       10.9
                                                              =====       ===        ===       ====





DECEMBER 31, 2000                                             TONNES               GRADE
-----------------                                             ------    ----------------------------
                                                              (000s)    (g/t) Ag    (%) Pb    (%) Zn
                                                                                  
Reserves....................................................    643       202        8.7       10.2
                                                              -----       ---        ---       ----
Total Reserves..............................................    643       202        8.7       10.2
                                                              =====       ===        ===       ====



     There were no measured or indicated resources as at December 31, 2001. For
further information on reserves, please refer to a summary on pages B-6 to B-8.


MINING AND PROCESSING

     The Madem Lakkos mine is accessed from the surface through a 315-metre
vertical shaft. The Mavres Petres mine is accessed by an adit, and a newly mined
internal decline provides access to the production levels. In both mines, the
mining method is a mixture of longitudinal and transversal drift-and-fill, with
cemented backfill. A re-development and mechanization program at Mavres Petres
was successfully completed in 2001 and the mine will become the only source of
run-of-mine ore after the scheduled closure of Madem Lakkos at the end of the
first quarter of 2002. The production rate at Mavres Petres is planned to be
450,000 tonnes per year starting from July 2002.

                                       B-31


     TVX Hellas began shipping lead-silver and zinc concentrates from the
Stratoni mill in July 1996 after completing the basic refurbishment of the mill,
which had the capacity to treat 1,000 tonnes per day of ore. Further work was
done in the mill in 2001, increasing the capacity to 1,300 tonnes per day
(450,000 tpa). The ore from Mavres Petres and Madem Lakkos is blended and
treated in the Stratoni mill, producing lead/silver and zinc concentrates
containing approximately 73% lead with 1,700 g/t of silver, and 54% zinc,
respectively.

     The existing power supply and distribution system is adequate to meet the
current and planned future requirements at the Mavres Petres and Madem Lakkos
mines and the Stratoni mill.

     The Stratoni operation completed in 2001 its second full year as a separate
business unit within TVX Hellas, essentially on a break-even basis. Although the
results were negatively affected by permitting restrictions imposed by the
inspector of mines, the production of lead and zinc concentrates in 2001 did
increase 70% and 90%, respectively, compared to 2000. This was achieved through
the mechanization of the Mavres Petres mine, and the implementation in January
2001 of a six-day workweek for the mines and continuous milling operations.

SUMMARY OF PRODUCTION AND FINANCIAL DATA

     The following table summarizes lead, zinc and silver production and certain
operating information relating to Stratoni for the years ended December 31, 2001
and 2000:




                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2001       2000
                                                              -------    -------
                                                                   
Tonnes milled...............................................  337,000    183,000
Grade
  Lead (%)..................................................     8.65       9.73
  Zinc (%)..................................................    10.46      10.57
  Silver g/tonne............................................      214        199
Recovery
  Lead (%)..................................................     90.8       87.4
  Zinc (%)..................................................     90.0       86.8
  Silver (%)................................................     86.5       84.2
Metal production (000s)
Lead (tonnes)...............................................     26.5       15.6
Zinc (tonnes)...............................................     31.7       16.8
Silver (ounces).............................................    2,005        985
Number of employees.........................................      500        550






                                                                 YEARS ENDED
                                                                 DECEMBER 31,
                                                              ------------------
                                                               2001       2000
                                                              -------    -------
                                                                   
Revenue.....................................................  $24,160    $16,081
                                                              -------    -------
Cost of sales...............................................   22,530     16,004
Depletion and depreciation..................................    1,871      1,003
                                                              -------    -------
                                                               24,401     17,007
                                                              -------    -------
Loss from mining operations.................................     (241)      (926)
Exploration.................................................       --        146
                                                              -------    -------
Loss before the undernoted..................................     (241)    (1,072)
Income taxes................................................       --         --
                                                              -------    -------
Net loss....................................................  $  (241)   $(1,072)
                                                              -------    -------
Other financial information:
Capital expenditures........................................  $ 3,471    $ 3,258
Unit operating costs ($/tonne milled).......................       72         93



                                       B-32


NON-OPERATING MINES

MINERAL HILL MINE

     Operations at Mineral Hill Mine in Montana, U.S.A. were suspended in
September, 1996; care and maintenance continued with water treatment being the
principal activity. Ongoing attempts to find a purchaser of the site were
unsuccessful and, consequently, the development and permitting of a closure plan
began in 1999. TVX entered into an agreement with Amerikanuak, Inc. whereby
Amerikanuak agreed to manage the permitting process and, subsequently, the
closure and reclamation of the site on behalf of TVX. This process is expected
to be completed in 2002.

     The TVX Mineral Hill Mine property, located adjacent to Yellowstone
National Park and within the Gallatin National Forest, possesses outstanding
natural characteristics, wildlife habitats and historic and educational
attributes. After discussions with government officials and interested parties,
it is the intention of TVX to donate the property to the United States Forest
Service upon completion of the reclamation program.

                             DEVELOPMENT PROPERTIES

HELLENIC GOLD COMPLEX

     The complex is owned by TVX Hellas, an indirect, wholly-owned subsidiary of
TVX, and is located on the eastern coastal region of the Chalkidiki Peninsula in
northeastern Greece, approximately 100 kilometres east of Thessaloniki, Greece's
second largest city. The mining concessions cover a total area of 31,400
hectares and include the Olympias mine and mill, the Skouries gold-copper
deposit, the Madem Lakkos and Mavres Petres mines along with the base metal and
silver processing facility at Stratoni.

     On March 3, 1995, TVX announced that it had been named as the successful
bidder for the purchase and development of the Hellenic Gold Mines assets in
Greece. On December 21, 1995, TVX acquired the assets for approximately $46
million. Approximately $19 million was paid on closing with five equal
installments, plus interest, due on the anniversary dates of the closing. The
final installment was paid in December 2000.


     Pursuant to the October, 1998 judgment of the Ontario Court of Justice and
the 2000 judgment of the Ontario Court of Appeal, TVX holds a 12% carried
interest and a right to acquire a 12% participating interest in the Hellenic
Gold complex as constructive trustee for the three individuals. In July, 1999,
TVX entered into a settlement agreement with 1235866 Ontario Inc. whereby,
should 1235866 be successful in its claim against the three individuals, TVX
would recognize 1235866 holding a 12% carried interest and a right to acquire a
12% participating interest. For further information, please refer to the
disclosure under the heading "Legal Proceedings -- The Hellenic Gold Properties
Litigation" on page B-44.


     Greece, which receives the funds from the European Union, makes available
cash grants for projects such as the Hellenic Gold Mines to subsidize part of
the investment cost. TVX Hellas has been granted a subsidy on the Olympias
project of GrD 16,056,641,000 and a 35% subsidy on interest expense on loans up
to a maximum principal balance of GrD 11,469,031,000.

     The total manpower of TVX Hellas as of December 31, 2001 was 500. Pursuant
to the acquisition agreement, TVX agreed to maintain employment of 550 former
employees at the mine complex until December 21, 1998 and to employ a further 50
employees in the operation of the gold plant for at least three years. In
addition, during the construction of the gold plant, the contractor will be
required to offer employment to at least 150 former employees for at least 18
months. A portion of the costs for certain of these employees was borne by the
Greek government. The requirement to employ the 550 has now fallen away. The
requirement to employ a further 50 in the gold plant was cancelled upon a
severance package being agreed with the relevant personnel.

     As part of the acquisition agreement, TVX Hellas has completed its
commitment to spend at least $7.3 million for environmental programs and studies
to improve existing environmental conditions. However, apart from these
liabilities, TVX Hellas has no liability for pre-existing conditions at the
Hellenic Gold Mines.

GEOLOGY AND MINERALIZATION

     The Hellenic Gold ore deposits are found within the Serbo-Macedonian Massif
which comprises a series of Paleozoic and/or older rocks, extending northward
into Bulgaria and eastern Yugoslavia. The Serbo-Macedonian Massif is subdivided
into the Kerdyllia formation in the east and the Vertiskos formation in the
west. The contact between the two formations is poorly defined; nevertheless,
there is locally a major fracture zone -- the Stratoni thrust

                                       B-33


fault. The Kerdyllia formation consists of biotite gneiss interbedded with
hornblende gneiss, amphibolite and marble layers. The overlying Vertiskos
formation is composed mainly of a mica gneiss with intercalations of garnet-
tourmaline, sillimanite and quartz-feldspar gneiss and ortho-amphibolite.

Olympias


     On March 1, 2002, the Conseil d'Etat, the Greek Supreme Court, issued a
judgment which annulled the purportedly valid permits, including Environmental
Impact Study approval, issued by the Greek Government to TVX Hellas with respect
to the Olympias project. The Conseil d'Etat ruling effectively prohibits
development of the Olympias project. TVX is reviewing its options, including
legal remedies, with respect to recovering its investment in Greece. Given the
court decision, TVX took a write down of approximately $198.5 million, reducing
the carrying value of the Olympias project to zero. Until a decision is made on
the future of the Olympias project, the following disclosure is included for
historical information purposes. For further information, please refer to the
disclosure under the heading "Legal Proceedings -- Litigation in Greece" on page
B-43.


     Geology and mineralization

     The Olympias deposit is a stratabound, polymetallic, gold-silver-zinc-lead
deposit. Gold occurs primarily within fine to medium grained arsenopyrite and
arsenic-rich pyrite and is spatially associated with the massive sulphide
mineralization. The deposit consists of three zones which occur along a folded
contact between marble and overlying schists and gneisses. The West Zone is a
massive lensoidal orebody dipping 30(LOGO) to 35(LOGO) with an average width of
11 metres, a strike length of 350 metres and a down-dip length of 1,500 metres
and occurs along the western flank of an anticline. Located 300 metres east of
the West Zone, the East Zone dips at 33(LOGO) and has an average thickness of 9
metres, a strike length of 250 metres and a down dip extent of 550 metres. The
East Zone is located along the crest of an adjacent anticline. A third zone of
mineralization, the Second Horizon, underlies the West Zone at its deepest
location and is open to depth.

     An intensive drilling program began at the Olympias mine in late 1996, and
was completed in 1998, by which time 72,000 meters of diamond drilling had been
achieved. Based on that information, and a re-evaluation of the existing
gold-bearing stockpiles and tailings, the mineral resources were estimated in
2000. No re-estimation was undertaken in 2001, however, following the decision
by the Conseil d'Etat, all reserves were re-classified as resources resulting in
an elimination of reserve gold ounces.

     Reserve and resources summary


     The mineral reserves and resources set forth below represent 100% of the
Olympias deposits. TVX's 100% interest is subject to a 12% carried interest and
a right to acquire a 12% participation interest in favour of a third party.
Reserves, consisting of diluted proven and probable mineral reserves, for the
Olympias ore deposits were estimated as follows:



                                MINERAL RESERVES





                                                                                          CONTAINED
DECEMBER 31, 2001                                               TONNES      GOLD GRADE     GOLD OZ
-----------------                                             ----------    ----------    ----------
                                                              (millions)      (g/t)       (millions)
                                                                                 
East........................................................     0.0           0.00         0.000
Upper West..................................................     0.0           0.00         0.000
Intermediate West...........................................     0.0           0.00         0.000
Lower West..................................................     0.0           0.00         0.000
South West Extension........................................     0.0           0.00         0.000
AsPy Stockpile..............................................     0.0           0.00         0.000
Tailings....................................................     0.0           0.00         0.000
                                                                 ---           ----         -----
Total.......................................................     0.0           0.00         0.000
                                                                 ===           ====         =====



                                       B-34




                                                                                          CONTAINED
DECEMBER 31, 2000                                               TONNES      GOLD GRADE     GOLD OZ
-----------------                                             ----------    ----------    ----------
                                                              (millions)      (g/t)       (millions)
                                                                                 
East........................................................      1.3         13.74         0.558
Upper West..................................................      0.5         12.46         0.182
Intermediate West...........................................      1.6          8.55         0.429
Lower West..................................................      6.1          8.93         1.740
South West Extension........................................      2.2          5.89         0.412
AsPy Stockpile..............................................      0.3         23.24         0.207
Tailings....................................................      2.2          3.43         0.240
                                                                 ----         -----         -----
Total.......................................................     14.0          8.39         3.768
                                                                 ====         =====         =====



     Mineral resources at December 31, 2001, which include measured and
indicated resources are estimated as follows:



                               MINERAL RESOURCES





                                                                                  2001
                                                               ------------------------------------------
                                                                    MEASURED               INDICATED
                                                               -------------------    -------------------
                           GOLD                                  TONNES      GRADE      TONNES      GRADE
                           ----                                ----------    -----    ----------    -----
                                                               (millions)    (g/t)    (millions)    (g/t)
                                                                                        
Total......................................................      9.019         9        3.604       9.83




     The Olympias deposit also contains significant reserves and resources of
silver, lead and zinc as noted in the Mineral Reserve and Resource tables on
pages B-7 through B-10.


     Mining and processing

     The Olympias Mine, which was in production from 1976 to 1995 under previous
owners, is accessed from the surface through a 300-metre vertical shaft and two
declines and used an undercut and fill mining method and blasthole, retreat
stoping after mining longitudinal galleries. Previously, sublevel caving was
used. Ore from the Olympias mine was delivered to the nearby Olympias mill for
processing. Local opposition has caused some delay at Olympias, and development
is currently halted awaiting the outcome of the Supreme Court ruling on the mine
Environmental Impact Study.

     Mine planning at Olympias has been completed and, based on a mechanized
drift and fill mining method, will increase the historical capacity from 700
tonnes per day to 2,700 tonnes per day.

     Although the Olympias deposits were mined for 20 years as a
silver-lead-zinc operation, the gold content of the ore has not been exploited
because of its refractory nature. In order to recover the gold, it is necessary
to incorporate an oxidation phase in the process. Following extensive testwork,
both Biox(C) and pressure oxidation will be used as the oxidising processes.

     Kvaerner Metals Davy concluded a feasibility study in October, 1999. Actual
construction of the plant is expected to take about two years after all licences
and permits are received and financing is in place. The plant is designed to
produce in excess of 250,000 ounces of gold annually over the first four years
of operation. Output for the first four years will include production obtained
by re-processing stockpiled concentrate and tailings. Silver, lead and zinc
production would be credited to the overall cash operating costs.

     The capital cost of the gold recovery plant and modernization of the
existing operation is estimated to be approximately $258 million. Government
grants will cover 35% of the eligible capital. The permits for the construction
and operation of the gold plant of TVX Hellas are regulated by the special law
which ratified the contract by which TVX acquired the mining rights and related
property. The special law comprehensively specifies the licences and permits
required for the mining operations, the authorities responsible to issue them
and the procedures which guarantee their timely issuance.

     The power supply and distribution system at Olympias is adequate for the
current operation and the proposed concentrator modifications, but the
distribution system would be inadequate to meet the demands of the proposed
expansions. A significant increase in power requirements will necessitate the
construction of a 24-kilometre-long transmission line from the national power
grid at Stagira.

                                       B-35


     During 1999, Kvaerner completed a revision of the feasibility study which
incorporated pressure oxidation in addition to bioxidation in the process
design. Based on this revision, the permitting process was started. A permit
approving the site location was received and an Environmental Impact Study was
completed and submitted to the government in November. In December 1999, SNC
Lavalin were appointed as the engineering contractor responsible for project
engineering, procurement and construction.

     During 2000, SNC Lavalin completed the basic engineering, estimating
pre-production capital costs of $258 million as the cost of construction.
Continuous pilot plant testwork, conducted by Lakefield Research, Canada,
confirmed the viability of the combined flotation, bioxidation and pressure
oxidation process technologies. Also in 2000, the Environmental Impact Study was
issued after receiving the approval of the relevant five government ministries,
as well as the support of the regional council.

     Permits -- Legal Challenges

     Pre-site approval and a permit to enable geotechnical drilling on the
proposed tailings site were issued during 1999 plus the Environmental Impact
Study in September 2000. These permits were being challenged under the Greek
administrative law system.

     This system allows an interested party to challenge the validity of the
issuance by the government of a permit or licence. The relevant Greek government
departments issuing the permits were the defendants and TVX Hellas was added to
the challenges as an intervenor, as were other interested parties such as labour
unions and several local communities, which were supportive of the TVX Hellas
position.


     These challenges were heard by the Conseil d'Etat (the Supreme Court
relating to Administrative Law) in January, 2001. The Judge Rappateur, the judge
who reviewed the issue and presented the case to the other judges, recommended
that the challenges be rejected. In March, 2002, the Conseil d'Etat issued its
judgment, which annulled the permits. For further information, please refer to
the disclosure under the heading "Legal Proceedings -- Litigation in Greece" on
page B-43.


Skouries


     The Skouries deposit is located in the southwest of the Hellenic Gold
concessions, approximately 10 kilometres from the Aegean coast in a sparsely
populated area and 15 kilometres southwest of the Olympias mine. TVX Hellas
began an exploration drilling program in August, 1996, which by May, 1998 had
completed a total of 65,200 metres of diamond drilling. For further information,
please refer to the disclosure under the heading "Recent Developments --
Significant Charge Against Fourth Quarter 2001 Earnings" on page B-4.


     Exploration and development history

     Previous exploration was carried out in the 1960s by Nippon Mining and
Placer Development, and in the mid-1970s by the previous mine owners. This work
indicated a gold-copper porphyry deposit to a depth of about 400 metres
containing 72 million tonnes averaging 0.7 grams of gold per tonne and 0.5%
copper.

     Geology and mineralization

     The TVX exploration program, which took three years and was completed in
1998, confirmed Skouries to be a classic, pipe-shaped, gold-copper porphyry. Ore
grade mineralization appears to be continuous to a depth of 800 metres in the
central parts of the deposit. Within the deposit, two high grade zones are
indicated, one from surface to a depth of about 200 metres grading 1.0 grams of
gold per tonne and 0.6% copper, and the other a deep core zone extending from a
depth of 300 metres to 550 metres and averaging 1.5 grams of gold per tonne and
0.8% copper.

     Reserves and resources summary


     The mineral reserves and resources set forth below represent 100% of the
Skouries deposit. TVX's 100% interest is subject to a 12% carried interest and
the right to acquire a 100% participating interest in favour of certain third
parties. Reserves, consisting of diluted proven and probable mineral reserves,
for the Skouries ore deposit, of which


                                       B-36



0.656 million ounces of gold were in the proven category and 3.059 million
ounces of gold were in the probable category, were estimated as follows:



                                MINERAL RESERVES





                                                                          2001
                                         ----------------------------------------------------------------------
                                                      PROVEN                              PROBABLE
                                         ---------------------------------    ---------------------------------
                                                                CONTAINED                            CONTAINED
GOLD                                       TONNES      GRADE      OUNCES        TONNES      GRADE      OUNCES
----                                     ----------    -----    ----------    ----------    -----    ----------
                                         (millions)    (g/t)    (millions)    (millions)    (g/t)    (millions)
                                                                                   
Total................................       20.3       1.01       0.656         109.2       0.87       3.059





                                                                                                 CONTAINED
DECEMBER 31, 2001                                      TONNES      GOLD GRADE    COPPER GRADE     GOLD OZ
-----------------                                    ----------    ----------    ------------    ----------
                                                     (millions)      (g/t)            %          (millions)
                                                                                     
Open Pit.........................................       24.8          0.99           0.57          0.786
Sub Level Cave...................................       46.2          1.08           0.61          1.610
Block Cave.......................................       58.6          0.70           0.51          1.320
                                                       -----          ----           ----          -----
Total............................................      129.6          0.89           0.56          3.716
                                                       =====          ====           ====          =====



     Mineral resources at December 31, 2001, which include indicated reserves
are unchanged from 2000 and are estimated as follows:



                               MINERAL RESOURCES





                                                                       2001
                                                                -------------------
                                                                     INDICATED
                                                                -------------------
GOLD                                                              TONNES      GRADE
----                                                            ----------    -----
                                                                (millions)    (g/t)
                                                                        
Total.......................................................       61.7       0.67




     For more detail on reserves and resources, please see the summaries on
pages B-6 to B-10.



     As at December 31, 2001, the Skouries deposit also contained proven and
probable reserves of 129.55 million tonnes grading 0.56% copper and indicated
resources of 61.69 million tonnes grading 0.54% copper. The copper reserves and
resources are unchanged from December 31, 2000.


     Mining and processing

     In the feasibility study completed by Kvaerner Metals in September 1998,
three phases of mining were scheduled; open pit, sublevel cave and block cave.
The open pit would provide initial feed from the upper high grade zone,
including 8 million tonnes of oxides, followed by sublevel cave to extract the
lower high grade zone and finally block cave for the lower grade material at
depth.

     Preliminary metallurgical testwork indicates processing will be
straightforward and will produce a copper concentrate containing between 30 --
60 grams of gold per tonne and 26 -- 30% copper. Some coarser gold will also be
recovered by gravity concentration.

     Assuming an initial open pit operation of 18,000 tonnes per day, the
capital cost of building these facilities would be $240 million. The resulting
production would be 200,000 ounces of gold per year at an expected cash cost of
less than $100 per ounce net of copper revenue credits, assuming a copper price
of $0.80 per pound.

     Kasperske Hory

     The Kasperske Hory project was suspended in 1998 as the exploration permits
were revoked. It is the current intention of TVX to sell its interests to the
former Czech Republic managers of the project.

                                       B-37


                        PROJECTS/EXPLORATION PROPERTIES

     With the prevailing low gold price environment, TVX decided in 2000 to
cease funding non-mine exploration activities until markets improve.
Accordingly, the Pachicutza Project in Ecuador was terminated.

GURUPI, BRAZIL

     The Gurupi project, formerly a 50/50 joint venture between TVX Newmont and
Newmont, is located 350 kilometres southeast of the city of Belem in Brazil
along the Gurupi River. Chega Tudo is the owner of the Gurupi exploration
property located in the States of Maraho and Para, Brazil. The property
comprises the mineral rights of 28 exploration licences covering an area of
128,627.69 hectares and 13 applications for exploration licenses covering an
area of 80,261.49 hectares. Gold is contained in metavolcanic and
metasedimentary rocks in two intensely mineralized parallel trends cut by shear
zones and quartz stockworks, veins and tonalitic rocks.

     By the end of 1998, 204 diamond drill holes totalling 36,100 metres and 212
reverse circulation drill holes totalling 23,048 metres had been completed as
well as surface sampling and geophysical surveys. Five potential open pittable
gold-bearing targets have been identified in saprolite and bedrock, ranging up
to 2.8 kilometres in length and 15 to 60 metres thick with average grades of
about one to two grams of gold per tonne. Additional exploration during 1999
failed to increase the resource significantly.


     The mineral resources set forth below represent 100% of the Gurupi project,
50% of which is held by TVX. The indicated resources are unchanged from 2000 and
are estimated at December 31, 2001 as follows:



                               MINERAL RESOURCES





                                                                       2001
                                                                -------------------
                                                                     INDICATED
                                                                -------------------
GOLD                                                              TONNES      GRADE
----                                                            ----------    -----
                                                                (millions)    (g/t)
                                                                        
Total.......................................................      60.38       1.39



     Pursuant to an agreement dated as of June 7, 2002, TVX Newmont (Cayman)
Holdings Inc. purchased the 49% interest in the share capital of Mineracao Chega
Tudo Limitada, held by Newmont, by way of the purchase from Newmont of 100% of
the share capital of Newmont Brasil Mineracao Limitada, an indirect,
wholly-owned Brazilian subsidiary of Newmont. TVX Newmont Cayman owns the
remaining 51% of the quotas of Chega Tudo.

     The consideration paid consisted of a net smelter return royalty on all
production of gold at the following rates: (i) 0% if the applicable spot price
of gold is less than $250 per ounce; (ii) 0.30% if the applicable spot price of
gold is greater than $250 per ounce but not greater than $300 per ounce; (iii)
0.40% if the applicable spot price of gold is greater than $300 per ounce but
not greater than $350 per ounce; (iv) 0.75% if the applicable spot price of gold
is greater than $350 but not greater than $400 per ounce; and (v) 1.0% if the
applicable spot price gold is greater than $400 per ounce.

     In the event that there is a direct or indirect disposition of Chega Tudo
by TVX Newmont Cayman within 18 months following closing, TVX Newmont Cayman
must pay to Newmont; (i) an amount equal to 45% of the net non-royalty
consideration to be paid to TVX Newmont Cayman (being equal to the consideration
received at fair market value less the amount of bona fide operating costs
incurred by Chega Tudo from the date of closing between TVX Newmont Cayman and
Newmont to the date of closing the acquisition transaction); and (ii) 45% of the
royalty consideration. In such event, Newmont will release its royalty.

                                       B-38


                         DIRECTORS AND OFFICERS OF TVX

DIRECTORS

     The number of directors of TVX may consist of a minimum of three and a
maximum of 15 with the actual number of directors determined from time to time
by resolution of the directors. Currently, the number of directors has been
fixed at eight and, as of March 31, 2002, the following are the names,
municipality of residence and principal occupations of the directors of TVX:



                                                                             BUSINESS EXPERIENCE
NAME MUNICIPALITY OF RESIDENCE              BECAME A DIRECTOR  (FOR THE PAST FIVE YEARS UNLESS OTHERWISE SHOWN)
------------------------------              -----------------  ------------------------------------------------
                                                         
George F. Michals, Chairman,(1)             June, 2001         President, Baymont Capital Resources Inc.
Toronto, Ontario                                               (investment and business development).
Harry S. Campbell, Q.C.                     June, 2001         Managing Partner, Burnet, Duckworth & Palmer LLP
Calgary, Alberta                                               (law firm).
W. Robert Dengler(2)                        June, 2001         President and Chief Executive Officer of Dynatec
Toronto, Ontario                                               Corporation (engineering and mining services)
                                                               since 1997. Prior to that, he was Chairman and
                                                               Chief Executive Officer of Dynatec International
                                                               Limited (mining services company).
T. Sean Harvey(3)                           February, 2001     President and Chief Executive Officer of TVX
Toronto, Ontario                                               Gold Inc. Prior to April 2001, Mr. Harvey was an
                                                               independent financial consultant to such
                                                               companies as TVX and EBX Capital Partners
                                                               (investment company). Prior to April 2000, Mr.
                                                               Harvey was a Director of Deutsche Bank
                                                               Securities Limited (financial advisory services)
                                                               and prior to September 1998, Mr. Harvey was a
                                                               Senior Coverage and Execution Director of
                                                               Nesbitt Burns Inc. (investment bank).
J.S.A. MacDonald(2)                         June, 2001         Chairman and Managing Partner of Enterprise
Toronto, Ontario                                               Capital Management Inc. (investment management
                                                               company) since January 1997. Prior to that, he
                                                               was Deputy Chairman of Scotia McLeod Inc.
                                                               (investment dealer).
David P. Smith(1)                           June, 2001         Managing Partner of Enterprise Capital
Toronto, Ontario                                               Management Inc. (investment management company)
                                                               since January 1997.
Thomas Witz(1)(3)                           June, 2001         Managing Director of Investments and Trading,
Somers, New York                                               Paloma Partners Management Company (investment
                                                               company).
Mark I. Young(2)                            December, 1998     Managing Partner, Cassels Brock & Blackwell LLP
Toronto, Ontario                                               (law firm).


---------------

Notes:

(1) Audit Committee member.

(2) Compensation Committee member.

(3) Risk Management Committee member.

                                       B-39


OFFICERS

     The names, municipality of residence and positions held by the officers, as
of March 31, 2002, of TVX are as follows:



                                                        OFFICE HELD AND BUSINESS EXPERIENCE
NAME MUNICIPALITY OF RESIDENCE                    (FOR THE PAST FIVE YEARS UNLESS OTHERWISE SHOWN)
------------------------------              ------------------------------------------------------------
                                         
T. Sean Harvey............................  President and Chief Executive Officer. Prior to April 2001,
                                            Mr. Harvey
Toronto, Ontario                            was an independent financial consultant to such companies as
                                            TVX and EBX Capital Partners (investment company). Prior to
                                            April 2000, Mr. Harvey was a Director of Deutsche Bank
                                            Securities Limited (financial advisory services) and prior
                                            to September 1998, Mr. Harvey was a Senior Coverage and
                                            Execution Director of Nesbitt Burns Inc. (investment bank).
R. Gregory Laing..........................  General Counsel, Vice President and Corporate Secretary.
Mississauga, Ontario
Melvyn Williams...........................  Chief Financial Officer
Cheshire, United Kingdom
Robert Whittall...........................  Vice President, Finance since April 2001. From August, 1999
                                            to March,
Toronto, Ontario                            2001 Mr. Whittall provided financial consulting services to
                                            TVX as well as acting as Chief Financial Officer to Orezone
                                            Resources Inc. and Scorpion Minerals Inc. (junior mining
                                            companies). From June, 1997 to July, 1999, he was a
                                            Director, Chief Financial Officer and Secretary of LatinGold
                                            Inc. (exploration company) and prior to that, he was the
                                            Chief Financial Officer of Central Asia Goldfields
                                            Corporation and Kazakstan Goldfields Corporation (gold
                                            mining and exploration companies).



                                  RISK FACTORS


     The operations of TVX are speculative due to the high-risk nature of its
business which is the acquisition, financing, exploration, development and
operation of precious and base metals mining properties. These risk factors
could materially affect TVX's future operating results and could cause actual
events to differ materially from those described in forward-looking statements
relating to TVX.

GOLD AND SILVER PRICE FLUCTUATIONS

     The profitability of TVX's business is heavily influenced by the market
price of gold and silver. Gold and silver prices can be subject to volatile
price movements over short periods of time and are affected by numerous factors,
most of which are beyond the control of TVX. These factors include expectations
with respect to the rate of inflation, the strength of the United States dollar
and other currencies, interest rates, the level of industrial demand and the
demand for bullion investment and jewelry, economic crises and the economic and
political situations in Russia and South Africa, two of the world's largest
individual producers of gold. If the price of gold or silver were to drop
significantly, TVX's operations could be substantially reduced or, in extreme
circumstances, rendered uneconomic.

     Illustrative of the movement in the gold and silver prices is the following
table which shows the high, low and average spot gold and silver prices in
United States dollars per ounce based on the London fixing prices over the past
five years:



                                             GOLD                          SILVER
                                   -------------------------     ---------------------------
                                   HIGH     LOW      AVERAGE     HIGH       LOW      AVERAGE
                                   ----     ----     -------     -----     -----     -------
                                                                   
2001.............................  $304     $256      $271       $4.84     $4.06      $4.35
2000.............................   313      264       279        5.45      4.57       4.95
1999.............................   326      253       279        5.75      4.88       5.22
1998.............................   313      273       294        7.81      4.69       5.53
1997.............................   367      283       331        6.24      4.22       4.89


                                       B-40


     TVX uses forwards, puts and calls to hedge its gold and silver production.
TVX estimates that a $10/ounce movement in the gold price, without considering
the effects of hedging instruments, would affect 2002 earnings by approximately
$2.2 million. TVX also uses forwards to hedge its zinc and lead production.

COMPETITION

     TVX competes with mining companies and private individuals in connection
with the acquisition of precious metals properties and in connection with the
recruitment and retention of qualified employees. Given the commodity status of
precious metals in the worldwide market, competition in the sale of precious
metals is not significant for TVX or other precious metals producers.

EXPLORATION

     The exploration and development of precious metal properties involves high
risks and significant competition. The gold and silver industry is highly
speculative in nature, involving many risks which even a combination of
scientific knowledge, technical skills and industry experience cannot always
overcome, often resulting in unproductive efforts. There can be no assurance
that the precious metals exploration, development and production activities of
TVX will be viable in the future.

PRECIOUS METALS BUSINESS


     TVX operates in the precious metals mining industry and, in its normal
course of business, manages geological, operational, geographic and financial
risks. Past events at the Olympias project in Greece and at the Kasperske Hory
project in the Czech Republic highlight such risks in that a small but strong
opposition to development of mining projects occurred due, in part, to the lack
of understanding of modern mining practices.


     Operational risks which could interrupt or impair future production include
supply obstacles, physical asset damage or destruction, labour interruptions,
unexpected ground conditions and incorrect estimates of geology and ore
reserves. To manage these risks, TVX carefully plans and designs its mines,
trains employees in safety and production methods, maintains adequate supply
inventories and insurance and uses reputable consultants where appropriate.


     Geographic risks arise from political, legal, social, structural and
economic conditions. TVX has diversified its investment base, thus reducing its
dependence on any one sector. As well, various countries are appreciating mining
as a primary industry and a creator of wealth. This has increased access to
mining properties in many countries around the world which traditionally have
not been mining nations. TVX is subject to political risk in countries in which
it conducts its mining activities, including Chile, Brazil and Greece. Local
management and advisors are employed where possible to monitor and assess
economic, political and legal developments which could affect TVX and to allow a
prompt response to any new risk.



CURRENCY RISKS



     Currency fluctuations may affect the costs which TVX will incur at its
operations. Gold is sold in the world market in U.S. dollars. In addition to
U.S. dollars, TVX's costs are incurred principally in Canadian dollars,
Brazilian reals, Chilean pesos and Euros. During 2001, the Canadian dollar
continued to be weak against the U.S. dollar, Brazilian reals devalued in
January, 1999 and continued to be weak throughout 2001. These currency movements
will benefit local dollar operating costs, which exceed 60% of all costs at all
mines. To manage foreign currency risk, TVX hedges Canadian dollar and Euro
operating costs as is deemed appropriate.


JOINT VENTURES


     Each of the La Coipa mine (Chile), the Crixas mine (Brazil), the Brasilia
mine (Brazil), the New Brittania mine (Canada) and the Musselwhite mine
(Canada), in which TVX owns interests, are operated through joint ventures with
other mining companies. Any failure of such other companies to meet their
obligations to TVX or to third parties could have a material adverse effect on
the joint venture. For further information regarding the joint ventures, please
refer to the disclosure under the heading "Mines" on pages B-13 through B-31.



ENVIRONMENTAL RISKS



     TVX's mining and processing operations and explorations activities in
Canada, Chile, Brazil and Greece and other countries are subject to various laws
and regulations governing the protection of the environment, exploration,
development, production, exports, taxes, labour standards, occupational health,
waste disposal, toxic substances, mine


                                       B-41



safety and other matters. New laws and regulations, amendments to existing laws
and regulations or more stringent implementation of existing laws and
regulations could have a material adverse impact on TVX, increase costs, cause a
reduction in levels of production and/or delay or prevent the development of new
mining properties. TVX's compliance with these environmental laws and
regulations requires significant expenditures and increases TVX's mine
development and operating costs.



     In all jurisdictions, permits from various governmental authorities are
necessary in order to engage in mining operations. Such permits relate to many
aspects of mining operations, including maintenance of air, water and soil
quality standards. In most jurisdictions, the requisite permits cannot be
obtained prior to completion of an environmental impact statement and, in some
cases, public consultation. Further, TVX may be required to submit for
government approval a reclamation plan and to pay for the reclamation of the
mine site upon the completion of mining activities.



     Mining, like many other extractive natural resource industries, is subject
to potential risks and liabilities associated with pollution of the environment
and the disposal of waste products occurring as a result of mineral exploration
and production. Environmental liability may result from mining activities
conducted by others prior to TVX's ownership of a property. To the extent TVX is
subject to uninsured environmental liabilities, the payment of such liabilities
would reduce funds otherwise available and could have a material adverse effect
on TVX. Should TVX be unable to fund fully the cost of remedying an
environmental problem, TVX might be required to suspend operations or enter into
interim compliance measures pending completion of the required remedy, which
could have a material adverse effect on TVX.


LICENSES AND PERMITS


     The operations of TVX require licenses and permits from various
governmental authorities. Such licenses and permits are subject to change in
various circumstances. There can be no guarantee that TVX will be able to obtain
or maintain all necessary licenses and permits as are required to explore and
develop its properties, commence construction or operation of mining facilities
and properties under exploration or development or to maintain continued
operations that economically justify the cost.


ROYALTIES


     Approximately 67% of TVX's mining properties are subject to various royalty
and land payment agreements. Failure by TVX to meet its payment obligations
under these agreements could result in the loss of the related property
interests. For further information regarding these payment obligations, please
refer to the disclosure under the heading "Description of Business and
Properties -- Operating Mines -- Precious Metals" on page B-5.


DIVIDEND POLICY

     TVX has not declared a dividend since June 29, 1990. The decision to pay
dividends and the amount thereof is at the discretion of TVX's Board of
Directors and is governed by such factors as earnings, capital requirements and
the operating and financial condition of TVX. Accordingly, there can be no
assurances that TVX will pay dividends with respect to the TVX common shares in
the future.

ADDITIONAL FINANCING


     Future development of the Skouries project in Greece and TVX's exploration
properties may require substantial additional financing. Failure to obtain
sufficient financing may result in delaying or indefinite postponement of
exploration, development or production at the Skouries project or TVX's
exploration properties. There can be no assurance that additional capital or
other types of financing will be available if needed or that, if available, the
terms of such financing will be favourable to TVX.


INSURANCE


     Risks not insured against in each case include environmental pollution or
other hazards against which mining companies cannot insure or against which TVX
may elect not to insure because of high premium costs or other reasons.


CONFLICTS OF INTEREST


     Certain of the directors of TVX also serve as directors of other companies
involved in natural resource exploration and development and consequently there
exists the possibility for such directors to be in a position of conflict.


                                       B-42


LAND TITLE


     No formal title opinions are delivered to TVX or such subsidiaries and,
consequently, no assurances can be given that there are not title defects
affecting such properties. In the event that property titles to any of TVX's
projects are defective, and such defects are contested, TVX's ownership interest
may be deemed invalid and this could have an adverse impact on TVX's operations
and result in legal liability for TVX.


                               LEGAL PROCEEDINGS

LITIGATION IN BRAZIL

     In September 2001, Rio Tinto Brasil Ltda., a subsidiary of Rio Tinto PLC,
purported to terminate the shareholders agreement relating to Rio Paracatu
Mineracao S.A., the operating corporation which holds the Brasilia Mine. Rio
Tinto Brasil also caused Rio Paracatu to call a meeting of its shareholders to
amend its Articles of Association. The effect of the proposed amendments would
be to permit Rio Tinto Brasil to have sole decision-making authority over Rio
Paracatu through its 51% interest. Rio Tinto Brasil alleged that the transaction
resulting in the formation of TVX Newmont Americas joint venture (formerly, TVX
Normandy Americas joint venture) in June 1999 and the resignation of the former
Chairman and Chief Executive officer of TVX in April 2001 had triggered rights
of first refusal under the shareholders agreement in favour of Rio Tinto Brasil
and as such rights were not made available to Rio Tinto Brasil, it was permitted
to terminate the shareholders agreement.

     The TVX Newmont Americas joint venture disagrees with Tinto Brasil's
interpretation of the shareholders agreement and was successful in obtaining an
injunction against Rio Paracatu from holding the proposed shareholders meeting.
Following the granting of the injunction, in November 2001, the TVX Newmont
Americas joint venture commenced a claim in Brasil against Rio Tinto Brasil and
Rio Paracatu to declare that the shareholders agreement continues to be valid.
Rio Tinto Brasil and the TVX Newmont Americas joint venture have each filed
pleadings with respect to this action. TVX anticipates that the decision of the
court will be made within the next year. In the event that such decision is not
in favour of the TVX Newmont Americas joint venture, TVX will evaluate other
legal remedies with respect to the management of Rio Paracatu. A negative
outcome in these legal proceedings could have a material adverse effect.

LITIGATION IN GREECE

     On March 1, 2002, the Counseil d'Etat, the Greek Supreme Court, issued a
judgement which annulled the purportedly valid permits, including Environmental
Impact Study approval, issued by the Greek Government to TVX's subsidiary, TVX
Hellas, with respect to the Olympias project. The Counseil d'Etat ruling
effectively prohibits development of the Olympias project. TVX is reviewing its
options, including legal remedies, with respect to recovering its investment in
Greece.

     In December 2001, mining operations at Stratoni were temporarily suspended
following a declaration of force majeure by TVX Hellas related to a suspension
order delivered by a mining inspector. On February 15, 2002, a new mining
permit, which allows for the continuation of mining at TVX's Stratoni base metal
operations beneath the village of Stratoniki, was issued to TVX Hellas. A local
action group has filed a Petition of Annulment against the Greek Government to
have the new mine permit annulled. This action was heard on June 7, 2002. The
Judge Rapporteur, who reviewed the petition, expressed the opinion that an
environmental impact study may be required in support of the permits. However,
the Judge accepted that the opposite opinion may also be supported, i.e. that
the activities covered by the new permits which were issued do not cause a
substantial environmental change as compared with the previous mining activities
and, therefore, no new environmental impact study is required in which case the
permit approving the new technical study would be valid. The Judge Rapporteur
also recommended the rejection of all the other arguments for the annulment
brought forward by the opposition group and mining operations are continuing.
The Court took the matter under consideration and a final decision is
anticipated in late 2002.

     Given the difficulties and challenges encountered, TVX assesses, on an
ongoing basis, the merits of continuing to operate in Greece. Should the
situation not improve, TVX will take such steps as are necessary to preserve
shareholder value, which may include ceasing to finance TVX Hellas. TVX Hellas
may have significant financial obligations should operations cease. Without
funding from TVX, the ongoing economic viability of TVX Hellas (which includes
Olympias, Stratoni and Skouries) is uncertain and TVX Hellas may not have the
funds required to meet its financial obligations.

                                       B-43


THE HELLENIC GOLD PROPERTIES LITIGATION

     In November 1995, three individuals commenced an action in Ontario against
TVX in respect of its Hellenic gold mining properties in Greece. The trial
commenced in October 1997 and judgment was rendered in October 1998. The court
rejected the claim of the individuals to full ownership of the Hellenic gold
properties and damages in the amount of Cdn.$501 million. However, the court
awarded the individuals a 12% carried interest and a right to acquire a 12%
participating interest in the Hellenic gold properties upon payment of costs
associated with that interest. The carried and participating interests are held
by TVX as constructive trustee for the individuals. TVX filed notice of appeal
of the trial decision and the individuals filed notice of cross appeal.

     Subsequent to the release of the trial judgment in October, 1998, TVX
received notification of two actions commenced by 1235866 Ontario Inc., the
successor to Curragh Inc., Mineral Services Limited and Curragh Limited, against
the three individuals, and others, in Ontario and English Courts, in relation to
the claim by the three individuals against TVX for an interest in the Hellenic
gold mines. These new actions seek declarations that the defendants hold their
interests in the Hellenic gold mines in trust for 1235866.

     On July 28, 1999 TVX entered into an agreement with 1235866 to ensure that
these new claims would not result in any additional diminution of TVX's interest
in the Hellenic gold mines. 1235866 agreed not to pursue any claim against TVX
for an interest in the Hellenic gold mines beyond the interest which had been
awarded to the three individuals. In the event that 1235866 is successful in its
claim against the three individuals, 1235866 will be entitled to a 12% carried
interest as defined in the agreement and the right to acquire a 12%
participating interest upon payment of 12% of the aggregate amounts expended by
TVX and its subsidiaries in connection with the acquisition, exploration,
development and operation of the Hellenic gold mines up to the date of exercise.

     The TVX appeal, the individuals' cross appeal and a motion by 1235866 for a
new trial were heard by the Court of Appeal for Ontario on February 17, 18 and
25, 2000. By judgment released June 1, 2000, the Court of Appeal, while
partially granting the TVX appeal, upheld the trial decision and rejected the
individuals' cross appeal. The Court also rejected the motion of 1235866 for a
new trial. The result is that TVX holds, as constructive trustee, a 12% carried
interest and a right to acquire 12% participating interest in the Hellenic gold
mines upon the payment of costs associated with that interest. The action by
1235866 against the three individuals continues.

     Following judgment by the Court of Appeal on Ontario, TVX and the three
individuals have been unable to agree on the definition and application of the
12% carried interest and the right to acquire a 12% participating interest in
the Hellenic gold properties awarded to the individuals in the trial judgment.
Accordingly, in June 2001, a new action was commenced between the individuals
and TVX to clarify the award. TVX anticipates that the hearing with respect to
such matter will be held in 2003.

                     AUDITORS, TRANSFER AGENT AND REGISTRAR

     The auditors of TVX are PricewaterhouseCoopers LLP, Chartered Accountants.

     The transfer agent and registrar for the TVX common shares is Computershare
Trust Company of Canada at its principal office in Toronto.

                                       B-44


                                   SCHEDULE C

                        INFORMATION CONCERNING ECHO BAY

     All references to the "Corporation" or "Echo Bay" in this Schedule "C",
unless the context otherwise requires, are references to Echo Bay Mines Ltd.,
its predecessors and its subsidiaries. Echo Bay is a North American gold mining
company which mines, processes and explores for gold. Echo Bay has three
operating mines: (1) Round Mountain in Nevada, United States; (2) Kettle River
in Washington, United States; and (3) Lupin in Nunavut Territory, Canada. The
Corporation holds a 100% interest in its Kettle River and Lupin mines and a 50%
interest in its Round Mountain mine, which it operates, with the remaining 50%
interest held by affiliates of Barrick Gold Corporation. The Corporation
operated a fourth mine, McCoy/Cove in Nevada, United States, until March 31,
2002, at which date mining and processing activities were completed. Reclamation
activities, which had been initiated in 2000, are now fully under way at
McCoy/Cove and are expected to continue over the next several years. The
Corporation has entered into an agreement to sell its interests in McCoy/Cove to
Newmont Mining Corporation ("Newmont"). See "Recent Developments" in this
Schedule "C".


PROPERTY AND OFFICE LOCATIONS


                             [MAP OF NORTH AMERICA]



PROPERTIES:                                    OFFICES:
                                            
A. Round Mountain (Nevada, United States)      1. Edmonton (Alberta)
B. McCoy/Cove (Nevada, United States)          2. Englewood (Colorado)
C. Kettle River (Washington, United
  States)                                      3. Reno (Nevada)
D. Lupin (Nunavut, Canada)
E. Aquarius (Ontario, Canada)


                                       C-1


     The Corporation wholly owns the following material subsidiaries (with the
jurisdiction of incorporation listed in parentheses):

     -  Echo Bay Inc. (Delaware, United States)

     -  Echo Bay Finance Corporation (Delaware, United States)

     -  Echo Bay Exploration Inc. (Delaware, United States)

     -  Round Mountain Gold Corporation (Delaware, United States)

     -  Sunnyside Gold Corporation (Delaware, United States)

     -  Echo Bay Minerals Company (Delaware, United States)

     -  Echo Bay Resources Inc. (Delaware, United States)

     -  Echo Bay Management Corporation (Delaware, United States)

     -  Corp. Air Inc. (Alberta, Canada)

     The Corporation also has a total of 16 other subsidiaries which are omitted
from the description above as they are not considered material individually or
in the aggregate.


     The Corporation is governed by the Canada Business Corporations Act. Its
executive, registered and records office is located at Suite 1210, 10180 -- 101
Street, Edmonton, Alberta, Canada, T5J 3S4.


                              RECENT DEVELOPMENTS

COMPLETION OF FINANCING

     On May 17, 2002, Echo Bay sold a total of 34,000,000 units at a price of
$0.70 per unit for aggregate gross proceeds of $23,800,000 and granted the
underwriters for the offering an over-allotment option to purchase an additional
5,100,000 units. On May 24, 2002, the underwriters exercised the full
over-allotment option for further gross proceeds to Echo Bay of $3,570,000. Each
unit consists of one common share and one share purchase warrant. The common
shares and the warrants comprising the units separated upon closing and trade
separately on the Toronto Stock Exchange and the American Stock Exchange. Each
warrant entitles the holder to purchase one common share of Echo Bay at a price
of $0.90 at any time prior to November 14, 2003.

EXCHANGE OF CAPITAL SECURITIES

     On April 3, 2002, the Corporation issued an aggregate of 361,561,230 common
shares, representing approximately 72% of the outstanding common shares after
giving effect to such issuance, in exchange for all of its $100 million
aggregate principal amount of 11% junior subordinated debentures due 2027, plus
accrued and unpaid interest thereon (the "capital securities").

     Following this issuance of common shares, and as at April 3, 2002, the new
principal holders of the Corporation's common shares and their respective share
ownership positions in the Corporation were Newmont Mining Corporation of Canada
Limited ("Newmont Canada") (48.8%) and Kinross Gold Corporation (11.4%). In
connection with the completion of the capital securities exchange, three
directors of the Corporation resigned from the board of directors. Two of the
vacancies created by these resignations were filled by executive officers of
Newmont Canada.

SALE OF MCCOY/COVE COMPLEX

     Effective February 13, 2002, Echo Bay Inc., a subsidiary of Echo Bay,
entered into an agreement with Newmont providing for the sale to Newmont Mining
Corporation ("Newmont") of the entire McCoy/Cove complex in Nevada. The
agreement was subject to the completion of due diligence by Newmont by July 31,
2002 and called for a payment to the seller of $6 million and the assumption by
Newmont of all reclamation and closure obligations at McCoy/Cove.

     On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company,
subsidiaries of Echo Bay, entered into a new McCoy/Cove asset purchase agreement
with Newmont USA Limited, a subsidiary of Newmont, providing for the sale of the
McCoy/Cove complex. The closing of the transaction is subject to the completion
of the combination. In consideration of the purchase of such assets, Newmont USA
has agreed to assume all liabilities and obligations relating to the reclamation
or remediation required for the McCoy/Cove complex. The new agreement does not
result in any cash payment to the seller and replaces the letter agreement dated
February 13, 2002.

                                       C-2


RECENT EXPLORATION ACTIVITIES

     The Corporation is currently engaged in exploration activity at its Round
Mountain and Kettle River mines. At Round Mountain, there are several
underground targets in proximity to and accessible from the bottom of the open
pit. In addition, the Corporation and its Round Mountain joint venture partner
have committed to a drilling program, along with related field and analytical
work, at Gold Hill, an exploration project owned by the joint venture and
located four miles north of the existing Round Mountain pit. Gold Hill has
displayed Round Mountain style mineralization over a presently known area that
measures approximately 2,000 by 4,000 feet.

     At the Corporation's wholly-owned Kettle River operation, the Corporation
is evaluating exploration in an area named Emanuel Creek, located adjacent to
the existing production area. The Corporation is evaluating how to best pursue
this target and additional exploration work is planned.

     Exploration activity at these targets is preliminary in nature.
Accordingly, there can be no assurance that a mineral resource or mineral
reserve will be identified at either Gold Hill or Emanuel Creek.

AMERICAN STOCK EXCHANGE LISTING

     Early in 2000, the American Stock Exchange had advised Echo Bay that its
listing eligibility was under review because Echo Bay had fallen below two of
the exchange's listing guidelines. On May 28, 2002, the Corporation received
notification from the American Stock Exchange that Echo Bay was in compliance
with the American Stock Exchange continued listing guidelines.

                     DESCRIPTION OF BUSINESS AND PROPERTIES


     Echo Bay mines, processes and explores for gold. Echo Bay also produced
silver at its McCoy/Cove mine in Nevada. Echo Bay has three operating mines:
Round Mountain in Nevada, U.S.A.; Kettle River in Washington, U.S.A.; and Lupin
in Nunavut Territory, Canada. Echo Bay operated a fourth mine, McCoy/Cove in
Nevada, United States, until March 31, 2002, at which date mining and processing
activities were completed.





                                                               OWNERSHIP %
                                                               -----------
                                                            
MINES:
Round Mountain(1)...........................................        50
Lupin.......................................................       100
Kettle River(2).............................................       100
DEVELOPMENT PROPERTY:
Aquarius....................................................       100



---------------


(1) Round Mountain mine production is subject to a net smelter return royalty
    ranging from 3.53% at gold prices of $320 per ounce or less to 6.35% at gold
    prices of $440 per ounce or more. Its production is also subject to a gross
    revenue royalty of 3.0%, reduced to 1.5% after $75.0 million has been paid.



(2) K-2 area production at Kettle River is subject to a 5% gross proceeds
    royalty and a net smelter return royalty ranging from 2% at gold prices of
    $300 per ounce or less to 3% at gold prices of $400 per ounce or more.


     In 2001, Echo Bay produced a total of 657,784 ounces of gold and 6,451,425
ounces of silver at an average cash operating cost of $223 per ounce. Echo Bay
reports per ounce production cost data in accordance with The Gold Institute
Production Cost Standard (the "Standard"). The Gold Institute is an association
of suppliers of gold and gold products and includes leading North American gold
producers. Adoption of the Standard is voluntary, and the data presented may not
be comparable to data presented by other gold producers. Production costs per
ounce are derived from amounts included in the audited statements of operations
and include mine site operating costs such as mining, processing,
administration, transportation, royalties, production taxes, depreciation,
amortization and reclamation costs, but exclude financing, capital, development
and exploration costs. These costs are then divided by gold ounces produced to
arrive at the total production costs per ounce. The measures are furnished to
provide additional information and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles. Throughout this Schedule, all references to per
ounce production cost data, or cash operating costs in this section, will be in
accordance with the Standard.

     In 2001, Echo Bay reported a net loss of $5.7 million on revenues of $237.7
million. At December 31, 2001, Echo Bay had 3.8 million ounces of gold reserves
and 1.1 million ounces of silver reserves.

                                       C-3


OPERATIONS SUMMARY




                                                                2001          2000         1999
                                                              ---------    ----------    ---------
                                                                                
GOLD AND SILVER PRODUCTION
GOLD PRODUCTION (OUNCES)
Round Mountain (50)%(1).....................................    373,475       320,064      270,904
Lupin.......................................................    139,327       117,729           --
McCoy/Cove..................................................     94,633       162,784      124,536
Kettle River................................................     50,349        94,086      104,396
                                                              ---------    ----------    ---------
Total gold..................................................    657,784       694,663      499,836
                                                              =========    ==========    =========
Percentage increase (decrease) from prior year..............       (5.3)%        39.0%        (6.8)%
SILVER PRODUCTION (OUNCES)
Total silver-all from McCoy/Cove............................  6,451,425    12,328,297    8,430,072
                                                              =========    ==========    =========
Percentage increase (decrease) from prior year..............      (47.7)%        46.2%       (10.4)%



---------------


(1) Echo Bay's 50% share.


REVENUE




                                                                    YEAR ENDED DECEMBER 31,
                                                            ---------------------------------------
                                                               2001          2000           1999
                                                            ----------    -----------    ----------
                                                                                
REVENUE DATA
GOLD
Ounces sold...............................................     667,015        676,439       486,592
Average price realized per ounce -- revenue basis.........  $      305    $       319    $      325
Average price realized per ounce -- cash basis(1).........  $      281    $       294    $      335
Average market price per ounce............................  $      271    $       279    $      279
Revenue (millions of U.S. dollars)........................  $    203.6    $     215.8    $    158.2
Percentage of total revenue...............................          86%            77%           75%
SILVER
Ounces sold...............................................  $7,241,147    $12,347,779    $9,173,012
Average price realized per ounce -- revenue basis.........  $     4.70    $      5.28    $     5.69
Average price realized per ounce -- cash basis(1).........  $     4.77    $      5.21    $     5.22
Average market price per ounce............................  $     4.39    $      5.00    $     5.25
Revenue (millions of U.S. dollars)........................  $     34.1    $      65.2    $     52.2
Percentage of total revenue...............................          14%            23%           25%
                                                            ----------    -----------    ----------
Total revenue (millions of U.S. dollars)..................  $    237.7    $     281.0    $    210.4
                                                            ==========    ===========    ==========



---------------

(1) Excludes non-cash items affecting gold and silver revenues, such as the
    recognition of deferred income or deferral of revenue to future periods for
    hedge accounting purposes.

     The effects of changes in sales volume and prices were:




                                                                  YEAR ENDED DECEMBER 31,
                                                              -------------------------------
                                                                2001       2000        1999
                                                              --------    -------    --------
                                                                (THOUSANDS OF U.S. DOLLARS)
                                                                            
REVENUE VARIANCES
Increase (decrease) in volume...............................  $(29,968)   $79,770    $(16,438)
Lower gold prices...........................................    (9,154)    (4,084)     (3,649)
Lower silver prices.........................................    (4,170)    (5,061)     (1,743)
                                                              --------    -------    --------
Increase/(decrease) in total revenue from the previous
  year......................................................  $(43,292)   $70,625    $(21,830)
                                                              ========    =======    ========



     The decrease in gold revenue from 2000 to 2001 was primarily due to lower
realized gold prices. The decrease in silver revenues from 2000 to 2001 was due
to lower grades and decreased production at McCoy/Cove.

                                       C-4


     The increase in gold revenue from 1999 to 2000 was primarily due to the
recommissioning of Lupin operations, increased mill grades and recoveries at
McCoy/Cove and higher leach pad tons at Round Mountain. The increase in silver
revenues from 1999 to 2000 was due to higher grades and increased production at
McCoy/Cove.

PRODUCTION COSTS



                                                              2001     2000     1999
                                                              ----    ------    ----
                                                                       
PRODUCTION COSTS PER OUNCE OF GOLD PRODUCED
Direct mining expense.......................................  $214    $  192    $237
  Deferred stripping and mine development costs.............    11         3     (23)
  Inventory movements and other.............................    (2)       (2)      1
                                                              ----    ------    ----
Cash operating costs........................................   223       193     215
  Royalties.................................................    10         9      11
  Production taxes..........................................    --         2      --
                                                              ----    ------    ----
Total cash costs............................................   233       204     226
  Depreciation..............................................    41        35      58
  Amortization..............................................    14        20      20
  Reclamation and mine closure..............................     8        12      11
                                                              ----    ------    ----
Total production costs......................................  $296    $  271    $315
                                                              ====    ======    ====
Percentage increase (decrease) from prior year..............   9.2%    (14.0)%  (0.6)%
CASH OPERATING COSTS PER OUNCE OF GOLD PRODUCED
Round Mountain..............................................  $190    $  195    $200
Lupin.......................................................   246       213      --
McCoy/Cove..................................................   252       179     221
Kettle River................................................   288       218     238
                                                              ----    ------    ----
Company consolidated weighted average.......................  $223    $  193    $215
                                                              ====    ======    ====
Percentage increase (decrease) from prior year..............  15.5%    (10.2)%  3.4%


     In 2001, the average cash operating cost per ounce was $223 compared with
$193 in 2000 and $215 in 1999. Cash operating costs per ounce were higher in
2001 compared to 2000, reflecting lower production at McCoy/Cove and Kettle
River. Cash operating costs per ounce were lower in 2000 compared to 1999,
reflecting increased grades and higher production at McCoy/Cove. Echo Bay's
consolidated cash operating cost target is $225 per ounce of gold produced in
2002.

     Operating costs include mining and processing costs for gold and silver
sold during the year. The most significant of these costs are labor, consumable
materials, repairs of machinery and equipment, fuel, utilities and environmental
compliance. The cost of transporting personnel and freight to the Lupin mine is
also a significant cost for that operation.

     The reconciliation of cash operating costs per ounce to the financial
statements for the last three years is provided below.

RECONCILIATION OF CASH OPERATING
COSTS PER OUNCE TO FINANCIAL STATEMENTS



                                                                2001        2000        1999
                                                              --------    --------    --------
                                                                             
Thousands of U.S. dollars, except per ounce amounts
Operating costs per financial statements....................  $175,341    $173,435    $139,816
Change in finished goods inventory and other................    (2,334)        208       2,381
Co-product cost of silver produced..........................   (26,322)    (39,574)    (34,732)
                                                              --------    --------    --------
Cash operating costs........................................  $146,685    $134,069    $107,465
                                                              ========    ========    ========
Gold ounces produced........................................   657,784     694,663     499,836
Cash operating costs per ounce..............................  $    223    $    193    $    215


                                       C-5


RESERVES

     The data referred to herein, in respect of mineral reserves and mineral
resources, have been verified by Ralph Bullis, Director of Exploration. Mr.
Bullis, a full-time employee of Echo Bay, is a "qualified person" within the
meaning of applicable Canadian securities regulatory standards. He has verified
the data disclosed herein, including any relevant sampling, analytical and test
data. Reserves reported for development properties are reviewed by independent
third parties in conjunction with feasibility studies. The following table
presents mineral reserves by property. A description of each mine follows the
"Mineral Reserves" and "Mineral Resources" section. See "Risk Factors" in this
Schedule "C" for a discussion of items that could affect Echo Bay's reserve
estimates.

     An "Ore Reserve" or "Mineral Reserve" is the economically mineable part of
a measured or indicated resource demonstrated by at least a preliminary
feasibility study. This study must include adequate information on mining,
processing, metallurgical, economic and other relevant factors that demonstrate,
at the time of reporting, that economic extraction can be justified. An ore
reserve or mineral reserve gives effect to diluting materials and allowances for
losses that may occur when the material is mined but does not reflect any
subsequent losses in leaching or milling. Mineral reserves are further divided
into proven and probable mineral reserves.

     A "Proven Mineral Reserve" comprises the economically mineable part of a
measured mineral resource where there is the highest degree of confidence in the
estimate. It is restricted to that part of the deposit where production planning
is taking place and for which any variation in the estimate would not
significantly affect potential economic viability.

     A "Probable Mineral Reserve" is the economically mineable part of an
indicated, and in some cases a measured mineral resource where there is a lesser
degree of confidence in the estimate. The underlying preliminary feasibility
study must address whether economic extraction can be justified.

MINERAL RESERVES(1)
(thousands, except average grades)
(proven and probable at December 31)



                                                                        2001         2000         1999
                                                          AVERAGE     CONTAINED    CONTAINED    CONTAINED
                                                TONS      GRADE(2)     OUNCES       OUNCES       OUNCES
                                               -------    --------    ---------    ---------    ---------
                                                                                 
GOLD
MINES:
Round Mountain(3)(50%).......................  118,490     0.019        2,244        2,609        2,938
Lupin........................................    1,367     0.256          350          434          518
McCoy/Cove...................................      430     0.031           13          161          514
Kettle River.................................      129     0.194           25           70          162
                                                                        -----       ------       ------
                                                                        2,632        3,274        4,132
DEVELOPMENT PROPERTIES:
Aquarius.....................................   17,527     0.068        1,189        1,189        1,164
                                                                        -----       ------       ------
Total gold...................................                           3,821        4,463        5,296
                                                                        =====       ======       ======
SILVER
McCoy/Cove...................................      430     2.624        1,128       10,899       28,243
                                                                        -----       ------       ------
Total silver.................................                           1,128       10,899       28,243
                                                                        =====       ======       ======


---------------

(1) Drill spacing used to determine reserves varies by ore type and are as
    follows by property: Round Mountain -- 50 to 100 feet for proven reserves,
    100 to 200 feet for probable reserves; McCoy/Cove -- 40 to 100 feet for
    proven reserves, 110 to 230 feet for probable reserves; Lupin -- 15 feet
    laterally and 65 feet vertically for proven reserves, 75 feet for probable
    reserves; Kettle River -- 75 feet for proven and probable reserves; Aquarius
    -- 82 feet for proven and probable reserves.

(2) Ounces per ton.

(3) Echo Bay's 50% share of tons and contained ounces.

     Echo Bay reports extractable (mineable) mineral reserves. Reserves do not
reflect recovery losses in the milling or heap leaching processes, but do
include allowance for dilution of ore in the mining process.

                                       C-6


     Mineral reserves were estimated based on a gold price of $300 per ounce at
December 31, 2001 ($300 per ounce at December 31, 2000 and $325 per ounce at
December 31, 1999) and a silver price of $4.25 per ounce at December 31, 2001
($5.00 per ounce at December 31, 2000 and $5.50 per ounce at December 31, 1999).
For more than four years, the market price for gold has traded, on average,
below the level used in estimating reserves at December 31, 2001. If the market
price for gold were to continue at such levels and Echo Bay determined that its
reserves should be estimated at a significantly lower gold price than that used
at December 31, 2001, there would be a reduction in the amount of gold reserves.
Echo Bay estimates that if reserves at December 31, 2001 were based on $275 per
ounce of gold, reserves would decrease by approximately 13% at Round Mountain,
5% at Kettle River and 2% at the Aquarius development property. There would be
no impact on reserves at Lupin and McCoy/Cove. The estimates are based on
extrapolation of information developed in the reserve calculation, but without
the same degree of analysis required for reserve estimation. Should any
significant reductions in reserves occur, material write-downs of Echo Bay's
investment in mining properties and/or increased amortization, reclamation and
closure charges may be required.

CHANGE IN PROVEN AND PROBABLE MINERAL RESERVES


     The reconciliation of the change in Echo Bay's share of proven and probable
reserves from December 31, 2000 to December 31, 2001 is as follows.





                                                              GOLD    SILVER
                                                              ----    ------
                                                               (MILLIONS OF
                                                                 OUNCES)
                                                                
Proven and probable reserves at December 31, 2000...........  4.5      10.9
  Production(1).............................................  (0.8)    (9.8)
  Extensions, discoveries and adjustments Round Mountain....  0.1        --
                                                              ----     ----
Proven and probable reserves at December 31, 2001...........  3.8       1.1
                                                              ====     ====



---------------

(1) Production represents previously modeled, in-situ ounces mined during 2001;
    this amount does not reflect recovery losses from heap leaching and milling.

     For further information on mineral reserves for specific mines, see the
mines' descriptions below.

MEASURED AND INDICATED RESOURCES

     The term "Mineral Resource" covers mineralization and natural material of
intrinsic economic interest which has been identified and estimated through
exploration and sampling. Within this mineralization, mineral reserves may
subsequently be defined by the consideration and application of technical,
economic, legal, environmental, socio-economic and governmental factors. To
qualify as a mineral resource the material must have reasonable prospects for
economic extraction, having regard to relevant technical and economic factors.
Mineral resources are sub-divided, in decreasing order of geological confidence,
into measured, indicated and inferred categories.

     A "Measured Mineral Resource" is one for which quantity, grade or quality,
densities, shape and physical characteristics are so well established that they
can be estimated with confidence sufficient to allow the appropriate application
of technical and economic parameters, to support production planning and
evaluation of the economic viability of the deposit. The estimate is based on
detailed and reliable exploration, sampling and testing information gathered
through appropriate techniques from locations such as outcrops, trenches, pits,
workings and drill holes that are spaced closely enough to confirm both
geological and grade continuity.

     An "Indicated Mineral Resource" is one where the nature, quality, quantity
and distribution of data are such as to allow confident interpretation of the
geological framework and reasonably to assume continuity of mineralization. The
indicated mineral resource estimate is intended to be of sufficient quality to
support a preliminary feasibility study which can serve as the basis for
development and production planning decisions.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF MEASURED AND INDICATED
RESOURCES

     This section uses the terms "measured" and "indicated" resources. We advise
U.S. investors that while those terms are recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission does not recognize
them. U.S. INVESTORS ARE CAUTIONED NOT TO ASSUME THAT ALL OR ANY PART OF MINERAL
DEPOSITS IN THESE CATEGORIES WILL EVER BE CONVERTED INTO RESERVES.

                                       C-7


     The following table presents measured and indicated resources by property.
Measured and indicated resources for producing mines and development properties
are generally estimated by Echo Bay.

MEASURED AND INDICATED RESOURCES(1)(2)
(thousands, except average grades) (at December 31)




                                                2001                  2000                   1999
                                         ------------------     -----------------     -------------------
                                                   AVERAGE               AVERAGE                 AVERAGE
                                         TONS      GRADE(3)     TONS     GRADE(3)      TONS      GRADE(3)
                                         -----     --------     -----    --------     ------     --------
                                                                               
GOLD
Round Mountain (50%)(4)................  3,914      0.024       9,353     0.022       15,682       0.020
Lupin..................................      3      0.215          76     0.263           69       0.275
Kettle River...........................     94      0.191         418     0.189           17       0.235
McCoy/Cove.............................     --         --          --        --          100       0.350
SILVER
McCoy/Cove.............................     --         --          --        --          100       2.000



---------------

(1) Measured and indicated resources have not been included in the proven and
    probable ore reserve estimates because even though enough drilling,
    trenching, and/or underground work indicate a sufficient amount and grade to
    warrant further exploration or development expenditures, these resources do
    not qualify under the U.S. Securities and Exchange Commission standards as
    commercially mineable ore bodies until further drilling, metallurgical work,
    and other economic and technical feasibility factors based upon such work
    are resolved.

(2) Quantities of measured and indicated resources are roughly equivalent to the
    commonly used term "mineralized materials."

(3) Ounces per ton.


(4) Echo Bay's 50% share.


INFERRED RESOURCES

     An "Inferred Mineral Resource" is the part of a mineral resource for which
quantity and grade or quality can be estimated on the basis of geological
evidence and limited sampling and reasonably assumed, but not verified,
geological and grade continuity. The information is based on limited information
and sampling gathered through appropriate techniques from locations such as
outcrops, trenches, pits, workings and drill holes. Due to the uncertainty which
may attach to inferred mineral resources, it cannot be assumed that all or any
part of an inferred mineral resource will be upgraded to an indicated or
measured mineral resource as a result of continued exploration.

CAUTIONARY NOTE TO U.S. INVESTORS CONCERNING ESTIMATES OF INFERRED RESOURCES


     This section uses the term "inferred resources." We advise U.S. investors
that while this term is recognized and required by Canadian regulations, the
U.S. Securities and Exchange Commission does not recognize it. "Inferred
Resources" have a great amount of uncertainty as to their existence, and great
uncertainty as to their economic and legal feasibility. It cannot be assumed
that all or any part of an inferred resource will ever be upgraded to a higher
category. Under Canadian rules, estimates of inferred resources may not form the
basis of feasibility or other economic studies. U.S. INVESTORS ARE CAUTIONED NOT
TO ASSUME THAT ALL OR ANY PART OF AN INFERRED RESOURCE EXISTS, OR IS
ECONOMICALLY OR LEGALLY MINEABLE.


                                       C-8


     The following table presents inferred resources by property. Inferred
resources for producing mines and development properties are generally estimated
by Echo Bay.

INFERRED RESOURCES(1)
(thousands, except average grades) (at December 31)




                                             2001                    2000                    1999
                                      -------------------     -------------------     -------------------
                                                 AVERAGE                 AVERAGE                 AVERAGE
                                       TONS      GRADE(2)      TONS      GRADE(2)      TONS      GRADE(2)
                                      ------     --------     ------     --------     ------     --------
                                                                               
GOLD
MINES:
Round Mountain (50%)(3).............  29,999      0.014       45,267      0.014       47,440      0.015
Lupin...............................     369      0.314          611      0.326          739      0.337
Kettle River........................      11      0.182           96      0.177           --         --
DEVELOPMENT PROPERTIES(4):
Aquarius............................     724      0.066          724      0.066          575      0.078
Ulu.................................   1,279      0.326        1,279      0.326        1,509      0.374



---------------

(1) Inferred resources have not been included in the proven and probable ore
    reserve estimates because even though enough drilling, trenching, and/or
    underground work indicate a sufficient amount and grade to warrant further
    exploration or development expenditures, these resources do not qualify
    under the U.S. Securities and Exchange Commission standards as commercially
    mineable ore bodies until further drilling, metallurgical work, and other
    economic and technical feasibility factors based upon such work are
    resolved.

(2) Ounces per ton.


(3) Echo Bay's 50% share.



(4) Echo Bay's construction and production decisions at its development
    properties depend on the issuance of appropriate permits and the ability of
    Echo Bay to obtain required financing. See "Aquarius Development Project" in
    this Schedule "C".


ROUND MOUNTAIN

     Echo Bay owns an undivided 50% interest in and operates the Round Mountain
gold mine. An affiliate of Barrick Gold Corporation owns the remaining undivided
50% interest in the joint venture common operation. The Round Mountain gold mine
is an open-pit mining operation located 60 miles north of Tonopah in Nye County,
Nevada. The property position consists of contiguous patented and unpatented
mining claims covering approximately 27,500 acres, while the active project
boundary encompasses 7,263 acres. Echo Bay has received patents to convert
mineable land to patented status. Patented claims cover all of the current
reserves in the ultimate pit.

     The following table sets forth operating data for the Round Mountain
operation from 1997 through 2001. Echo Bay's share of production is 50% of the
ounces shown and Echo Bay is obligated to pay 50% of all operating, capital and
other related costs.



                                         2001         2000         1999         1998         1997
                                       --------     --------     --------     --------     --------
                                                                            
Gold produced (ounces) (100%):
  Heap leached -- reusable pad.......   219,704      141,176      140,988      182,378      268,518
  Heap leached -- dedicated pad......   369,750      352,132      215,825      221,396      195,558
  Milled.............................   156,854      139,870      157,901       97,686        6,410
  Other(1)...........................       642        6,950       27,094        9,044        7,194
                                       --------     --------     --------     --------     --------
  Total..............................   746,950      640,128      541,808      510,504      477,680
Mining cost/ton of ore and waste.....  $   0.83     $   0.83     $   0.73     $   0.66     $   0.65
Heap leaching cost/ton of ore........  $   0.82     $   0.68     $   0.68     $   0.74     $   0.61
Milling cost/ton of ore..............  $   3.07     $   2.80     $   2.92     $   3.36     $   4.38
Production cost/ounce of gold
  produced
  Direct mining expense..............  $    178     $    200     $    221     $    209     $    208
  Deferred stripping cost............        14           (1)         (19)          (7)           2
  Inventory movements and other......        (2)          (4)          (2)          (4)          (3)
                                       --------     --------     --------     --------     --------
     Cash operating cost.............       190          195          200          198          207


                                       C-9




                                         2001         2000         1999         1998         1997
                                       --------     --------     --------     --------     --------
                                                                            
     Royalties paid..................        18           17           19           20           22
     Production taxes................         2            1           --            3            4
                                       --------     --------     --------     --------     --------
       Total cash cost...............       210          213          219          221          233
     Depreciation....................        40           43           48           46           39
     Amortization....................        15           18           18           18           18
     Reclamation and mine closure....         9            9            9            7            7
                                       --------     --------     --------     --------     --------
       Total production costs........  $    274     $    283     $    294     $    292     $    297
                                       --------     --------     --------     --------     --------
  Capital expenditures
     (millions)(2)...................  $   15.0     $    4.6     $    7.7     $   12.6     $   30.7
  Deferred (applied) mining
     expenditures (millions)(2)......  $   (5.3)    $    0.4     $    5.1     $    1.7     $   (0.4)
  Heap leached-reusable pad:
     Ore processed (tons/day)........    23,601       24,335       15,602       18,953       26,608
     Total ore processed (000
       tons).........................     8,520        8,785        5,741        6,842        9,552
     Grade (ounce/ton)...............     0.035        0.028        0.034        0.036        0.036
     Recovery rate (%)...............      77.4         61.6         73.4         70.6         74.9
  Heap leached-dedicated pad:
     Ore processed (tons/day)
       (100%)........................   128,637      141,047      120,020      101,892      107,716
     Total ore processed (000 tons)
       (100%)........................    46,438       50,918       44,167       36,783       38,670
     Grade (ounce/ton)...............     0.011        0.011        0.011        0.010        0.010
     Recovery rate (%)...............        (3)          (3)          (3)          (3)          (3)
  Milled:(4)
     Ore processed (tons/day)
       (100%)........................    10,171        9,304        8,083        7,993       n.m.(5)
     Total ore processed (000 tons)
       (100%)........................     3,702        3,387        2,999        2,885          274
     Gold grade (ounce/ton)..........     0.050        0.045        0.067        0.045        0.041
     Gold recovery rate (%)..........      83.7         83.1         87.0         77.9         60.0


---------------

(1)  A high-grade occurrence was discovered in April 1992. A small gravity plant
     was constructed to recover these ounces.

(2)  Echo Bay's 50% share.

(3)  For dedicated leach pads, a gold recovery rate cannot be calculated until
     leaching is complete. Based on metallurgical test work completed during
     1994 and 1995, the eventual recovery rate is estimated to be approximately
     50%.

(4)  Construction of a mill to treat higher-grade non-oxidized ore was completed
     in the fourth quarter of 1997.

(5)  "n.m." means not meaningful.

GEOLOGY AND MINERAL RESERVES

     Gold mineralization at Round Mountain primarily occurs as electrum, a
natural gold/silver alloy, in association with quartz, adularia and pyrite. The
oblong open-pit mine is over a mile at its longest dimension and currently more
than 1,200 feet from the highest working level to the bottom of the pit. Round
Mountain mineral reserves(1)(2) at December 31, 2001 were as follows:



                                                                               AVERAGE GRADE            GOLD
                                                            TONNAGE               OF GOLD            CONTENT(3)
                                                      -------------------     ----------------     --------------
                                                      (000's short tons)      (ounces per ton)     (000's ounces)
                                                                                          
Round Mountain pit..................................        141,057                0.022               3,132
Offloads and heap leach stockpiles(4)...............         89,368                0.010                 931
Mill stockpiles.....................................          6,554                0.065                 425
                                                            -------                -----               -----
Total Proven and Probable-2001......................        236,979                0.019               4,488
                                                            =======                =====               =====
Proven..............................................        175,967                0.018               3,173
Probable............................................         61,012                0.022               1,315
                                                            -------                -----               -----
Total Proven and Probable-2001......................        236,979                0.019               4,488
                                                            =======                =====               =====
Total Proven and Probable-2000......................        273,206                0.019               5,218
                                                            =======                =====               =====


---------------

(1) Echo Bay's share is 50% of the reserves presented.
                                       C-10


(2) See "Reserves" in this Schedule "C" for a discussion of the estimation of
    proven and probable mineral reserves.

(3) Reserves include allowances for dilution in mining but do not reflect losses
    in the leaching process. The average leach recovery rate for the reusable
    pad in 2001 was 77.4%. The eventual average recovery rate for the dedicated
    pad is estimated to be approximately 50%. The mill recovery rate was 83.7%
    in 2001.

(4) The offloads consist of approximately 42 million tons of previously crushed,
    leached and rinsed ore. The heap leach stockpiles consist of approximately
    47 million tons of previously unprocessed ore. Sampling and metallurgical
    testing conducted in 1994 and 1995 confirmed that this material could be
    profitably processed on the dedicated leach pads.

     The cut-off grades are 0.006 ounce of gold per ton for oxides and 0.010
ounce per ton for non-oxides. The prospective waste to ore ratio of pit ore is
0.68:1.

MINING AND PROCESSING

     The Round Mountain operation uses conventional open-pit mining methods and
recovers gold using four independent processing operations. These include
crushed ore leaching (reusable pad), run-of-mine ore leaching (dedicated pad),
milling and the gravity concentration circuit. Most of the ore is heap leached,
with higher grade oxidized ores crushed and placed on the reusable pad. Lower
grade ore, ore removed from the reusable leach pad and stockpiled ore that was
previously leached are placed on the dedicated pad.

     The reusable pad processed 23,601 tons of ore per day in 2001, compared to
24,335 tons per day in 2000. Reusable pad volume varies with ore release, which
is determined by the phases of the pit being mined. Reusable pad production
increased in 2001 to 219,704 ounces from 141,176 ounces in 2000 due to the
processing of higher grade ores and higher recoveries.

     The dedicated pad processed 128,637 tons of ore per day in 2001, compared
to 141,047 tons per day in 2000. Production in 2001 from the dedicated pad was
369,750 ounces, compared to 352,132 ounces in 2000, due to higher recoveries.

     The mill processed 10,171 tons per day in 2001 producing 156,854 ounces,
compared to 9,304 tons per day in 2000 producing 139,870 ounces. The mill
facility achieved a recovery rate of 83.7% from both higher-grade oxide and
non-oxidized ores during 2001 by employing gravity concentration, fine grinding
and cyanide leaching.

     Round Mountain mine production is subject to a net smelter return royalty
ranging from 3.53% at gold prices of $320 per ounce or less to 6.35% at gold
prices of $440 per ounce or more. Its production is also subject to a gross
revenue royalty of 3.0%, reduced to 1.5% after $75.0 million has been paid.

     Ore and waste rock were mined at a rate of approximately 194,579 tons per
day in 2001 compared to 193,837 tons per day in 2000.

     In 2001, Round Mountain purchased a new fleet of eight 240-ton haul trucks
at a total cost of $18.0 million (Echo Bay's share, $9.0 million). In 2002,
Round Mountain plans to purchase four additional 240-ton haul trucks at a total
cost of approximately $9.0 million (Echo Bay's share, $4.5 million).

     Mining at Round Mountain is expected to be complete during 2006 (assuming
no additions to reserves), with completion of stockpile processing in 2008. The
joint venture partners continue to support an aggressive exploration program in
the vicinity of the mine in order to add reserves and extend the mine life. In
2001, the operation conducted an exploration program to explore for geologic
environments similar to the Round Mountain deposit.

     In 2002, Round Mountain is expected to produce approximately 700,000 ounces
(Echo Bay's share, 350,000 ounces), 6% less than 2001's production of 746,950
ounces (Echo Bay's share, 373,475 ounces) reflecting anticipated lower dedicated
pad recovery from previously leached stockpiled material. See "Risk Factors" in
this Schedule "C".

LUPIN

     The Lupin mine is an underground operation located 250 miles northeast of
Yellowknife in the Nunavut Territory of Canada, 56 miles south of the Arctic
Circle.

     The Lupin mining lease covers 6,998 acres. The principal lease was renewed
for 21 years in 1992 and, provided Echo Bay has complied with its terms, is
renewable for further 21 year periods subject to any applicable regulations then
in effect. The lease was granted by the Department of Indian Affairs and
Northern Development on behalf of the Crown and is subject to the provisions of
the Territorial Lands Act (Canada) and the Canada Mining Regulations. The

                                       C-11


lease is in good standing. For a discussion regarding Inuit ownership interests
see "-- Other -- Governmental and Environmental Regulation" in this Schedule
"C".

     Based on current reserves of 350,000 ounces and other resources of 0.4
million tons at an average grade of 0.314 ounces of gold per ton, the mine plan
projects production through 2004. Drilling indicates additional mineralization
at depth, which if confirmed by additional drilling, could extend the mine life
for several more years. The Ulu satellite deposit, located approximately 100
miles north of Lupin, represents the potential for additional mill feed for the
site.

     The following table sets forth operating data for the Lupin mine from 1997
through 2001:



                                     2001             2000         1999(1)    1998(1)        1997
                                 -------------    -------------    -------    -------    -------------
                                                                          
Gold produced (ounces).........        139,327          117,729        --         --           165,335
Mining cost/ton of ore.........   Cdn.$  47.35     Cdn.$  42.36        --         --      Cdn.$  46.09
Milling cost/ton of ore........   Cdn.$  13.43     Cdn.$  13.98        --         --      Cdn.$  11.77
Production cost/ounce of gold
  produced:
  Canadian dollars:
     Direct mining expense.....   Cdn.$    420     Cdn.$    344        --         --      Cdn.$    381
     Deferred mine
       development.............            (16)              (6)       --         --                13
     Inventory movements and
       other...................             --               --        --         --                (1)
                                 -------------    -------------     -----      -----     -------------
       Cash operating cost.....   Cdn.$    404     Cdn.$    338        --         --      Cdn.$    393
                                 -------------    -------------     -----      -----     -------------
  U.S. dollars:
     Cash operating cost.......  US$       246    US$       213        --         --     US$       284
     Royalties.................             --               --        --         --                --
     Production taxes..........             --               --        --         --                --
                                 -------------    -------------     -----      -----     -------------
       Total cash cost.........            246              213        --         --               284
     Depreciation..............             30               27        --         --                71
     Amortization..............              7                8        --         --                24
     Reclamation and mine
       closure.................             14               17        --         --                14
                                 -------------    -------------     -----      -----     -------------
     Total production cost.....  US$       297    US$       265        --         --     US$       393
                                 -------------    -------------     -----      -----     -------------
Capital expenditures (millions
  US$).........................  $         2.6    $         4.7        --         --     $        12.3
Deferred (applied) mining
  expenditures (millions
  US$).........................  $         1.5    $         0.4        --         --     $        (1.8)
Milled:
  Ore processed (tons/day).....          1,883            1,861        --         --             2,167
  Total ore processed (000
     tons).....................            685              508        --         --               789
  Grade (ounce/ton)............          0.218            0.248        --         --             0.226
  Recovery rate (%)............           93.2             93.3        --         --              92.6


---------------

(1) The Lupin mine was under care and maintenance in 1999 and 1998 and
    recommenced production in April 2000.

GEOLOGY AND MINERAL RESERVES

     Gold at the Lupin deposit occurs in a Z-shaped isoclinally folded iron
formation of Archean age. Gold is associated with pyrrhotite, arsenopyrite and
quartz. Lupin mineral reserves(1) at December 31, 2001 were as follows:



                                                                              AVERAGE GRADE
                                                            TONNAGE              OF GOLD         GOLD CONTENT(2)
                                                      -------------------    ----------------    ---------------
                                                      (000's short tons)     (ounces per ton)    (000's ounces)
                                                                                        
Center Zone.......................................             493                0.278                137
East Zone.........................................             128                0.226                 27
West Zone.........................................             590                0.251                148
McPherson Zone....................................             156                0.263                 38
                                                             -----                -----                ---
Total Proven and Probable-2001....................           1,367                0.256                350
                                                             =====                =====                ===


                                       C-12




                                                                              AVERAGE GRADE
                                                            TONNAGE              OF GOLD         GOLD CONTENT(2)
                                                      -------------------    ----------------    ---------------
                                                      (000's short tons)     (ounces per ton)    (000's ounces)
                                                                                        
Proven............................................             949                0.254                241
Probable..........................................             418                0.259                109
                                                             -----                -----                ---
Total Proven and Probable-2001....................           1,367                0.256                350
                                                             =====                =====                ===
Total Proven and Probable-2000....................           1,678                0.259                434
                                                             =====                =====                ===


---------------

(1) See "Reserves" in this Schedule "C" for a discussion of the estimation of
    proven and probable mineral reserves.

(2) Reserves do not reflect losses in the milling process but do include
    allowance for dilution of ore in the mining process. The mining recovery
    factor was estimated at 85%. The average mill recovery rate in 2001 was
    93.2%.

     The cut-off grade used in the reserve calculation is 0.204 ounce of gold
per ton except for portions of the East Zone, where a cut-off grade of 0.150
ounce of gold per ton was used. The lower grade East Zone represents 6% of total
reserves at Lupin.

MINING AND PROCESSING

     Access to the Lupin underground mine, removal of ore and waste, and
movement of personnel within the mine is by a shaft developed to a depth of
3,970 feet and by a ramp driven to a depth of 4,510 feet. The first phase of the
winze (internal shaft) has been developed between the 3,450 foot level and the
4,400 foot level, allowing removal of ore and waste from deeper within the mine.
However, additional ground support is required and longer truck haulage
distances are a factor as the depth increases. As a result, mining in the deeper
levels of the mine is slower and more expensive.

     The mill processed 1,883 tons per day in 2001 compared to 1,861 tons per
day in 2000. Production increased due to a full year of production in 2001
compared to nine months of production in 2000, partially offset by the mining
and milling of lower grade ore.

     In 2002, Lupin is expected to produce 140,000 ounces, approximately the
same amount as in 2001. See "Risk Factors" in this Schedule "C".

SUPPLIES, UTILITIES AND TRANSPORTATION

     The Lupin mill facilities and mine are in a remote location in the
sub-Arctic region of Canada. Echo Bay must, therefore, prepare for and respond
to difficult weather and other conditions. At the mine, Echo Bay maintains
supplies of spare parts and other materials, including fuel, in excess of that
required at less remote locations.

     The principal supplies needed for the operation of the Lupin mine are
diesel fuel, chemical reagents (including lime, cyanide and zinc), cement,
grinding media, drill steel, equipment parts, lubricants, food and explosives.
The largest single item is diesel fuel, which is used principally to generate
power. A diesel-powered generating plant provides power for all the Lupin
facilities. The powerhouse has a primary installed capacity of approximately
18,000 kilowatts, which is supplemented by additional standby generators having
a combined capacity of 1,500 kilowatts. Heating for the Lupin facilities is
obtained by using waste heat from these generators augmented by oil-fired
boilers.

     All equipment, materials and supplies must be transported to the mine from
Edmonton or Yellowknife. Personnel are transported from these locations and from
Kugluktuk and Cambridge Bay in the Nunavut Territory. In 2001, the cost of
transporting personnel, equipment, material and supplies to Lupin was
approximately $5.2 million. Each year since 1983, Echo Bay has completed a
360-mile ice road commencing 40 miles northeast of Yellowknife and ending at the
Lupin mine. This is the most economical way of transporting bulk items,
including fuel, to the mine. Winter road operating costs are shared with other
users. The winter road is usable for approximately 12 weeks each year beginning
in mid-January, during which time tractor-trailers can transport all of Echo
Bay's annual requirements for diesel fuel, chemical reagents and other supplies.
There are on-site facilities for the storage of approximately 5.4 million U.S.
gallons of diesel fuel, which is in excess of the mine's annual requirements.

     In order to operate the winter road, Echo Bay is required to obtain certain
licenses from the Federal and Territorial Governments. To date, Echo Bay has
experienced no significant difficulties in obtaining these licenses. The current
license of occupation expires in 2003. The process to file a new application for
a jointly held license of occupation among major road users is underway.

                                       C-13


     Surface facilities at the Lupin mine include a 6,300-foot compacted gravel
airstrip with an instrument landing and navigation system and runway lighting.
Supplies and personnel that must be brought in by air are transported
principally on Echo Bay's Boeing 727 aircraft, which carries up to 114
passengers, or up to 35,000 pounds of freight, or a combination of both
passengers and freight.

     Voice and data communications with the Lupin mine are maintained via
satellite, which provides for uninterrupted communications regardless of weather
conditions.

WATER SUPPLY AND WASTE DISPOSAL

     Water for mining, milling and domestic use is obtained on site by pumping
from Contwoyto Lake. Tailings from the mill are pumped into a tailings pond or
pumped underground as part of the paste-backfill. Since 1995, approximately 31%
of tailings have been placed underground as paste-backfill. Water from the
tailings pond is processed through a water treatment plant and monitored for
compliance with all regulatory standards prior to discharge. In July of 2000,
the Lupin water license was extended for a period of 8 years through 2008.

MCCOY/COVE


     On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company,
subsidiaries of Echo Bay, entered into a new McCoy/Cove asset purchase agreement
with Newmont USA Limited, a subsidiary of Newmont, providing for the sale of the
McCoy/Cove complex. The closing of the transaction is subject to the completion
of the combination. In consideration of the purchase of such assets, Newmont USA
has agreed to assume all liabilities and obligations relating to the reclamation
or remediation required for the McCoy/Cove complex.


     The McCoy mine and surrounding property is located in Lander County,
Nevada, about 30 miles southwest of the town of Battle Mountain. The Cove
deposit, located one mile northeast of the McCoy deposit, was discovered in
early 1987. Open pit mining of the Cove deposit began in early 1988 and was
completed in October 2000. Underground mining of the Cove deposit was completed
in July 2001. The Corporation completed mining and processing activities at
McCoy/Cove on March 31, 2002 and McCoy/Cove thereafter transitioned from a
producing property to a property in reclamation. McCoy/Cove produced 16,501
ounces of gold and 1.5 million ounces of silver in the first quarter of 2002.

     The McCoy/Cove property consists of approximately 946 unpatented and 9
patented claims covering approximately 19,000 acres of United States federal
land administered by the Bureau of Land Management of the Department of the
Interior. See "-- Other -- Governmental and Environmental Regulation" in this
Schedule "C".


KETTLE RIVER


     The Kettle River properties are located in Ferry County in the State of
Washington and cover approximately 8,588 acres through patented and unpatented
mining claims and fee lands.

     In 2000, exploration efforts identified an extension to the northeast of
the K-2 project. This area was developed in 2001 and is scheduled for mining in
2002. However, additions to reserves were less than expected and Echo Bay
recorded a provision for impaired assets of $4.4 million in the fourth quarter
of 2001. The need for, and the amount of, the provision was determined by
comparing asset carrying values to estimated future net cash flows from existing
reserves.

     The following table sets forth operating data for the Kettle River
operation from 1997 through 2001:



                                              2001       2000        1999        1998        1997
                                             -------    -------    --------    --------    --------
                                                                            
Gold produced (ounces)...................     50,349     94,086     104,396     113,692     129,866
Mining cost/ton of ore...................    $ 25.20    $ 20.52    $  23.57    $  21.65    $  21.53
Milling cost/ton of ore..................    $ 12.02    $ 11.58    $  11.22    $  10.71    $  10.58
Production cost/ounce of gold produced:
  Direct mining expense..................    $   229    $   224    $    239    $    238    $    231
  Deferred mine development..............         --         --          --          --          --
  Inventory movements and other..........         59         (6)         (1)          6          (4)
                                             -------    -------    --------    --------    --------
     Cash operating cost.................        288        218         238         244         227


                                       C-14




                                              2001       2000        1999        1998        1997
                                             -------    -------    --------    --------    --------
                                                                            
  Royalties..............................         10         13          15          12          14
  Production taxes.......................          1          1           2           1           2
                                             -------    -------    --------    --------    --------
     Total cash cost.....................        299        232         255         257         243
  Depreciation...........................         19         11          55          77          54
  Amortization...........................         42          8           8           5          36
  Reclamation and mine closure...........         15         15          15          12          12
                                             -------    -------    --------    --------    --------
     Total production cost...............    $   375    $   266    $    333    $    351    $    345
                                             -------    -------    --------    --------    --------
Capital expenditures (millions)..........    $   4.1    $   1.4    $    0.5    $    1.5    $    3.8
Milled:
  Ore processed (tons/day)...............        934      1,470       1,698       2,017       2,118
  Total ore processed (000 tons).........        340        535         630         734         771
  Grade (ounce/ton)......................      0.178      0.209       0.198       0.187       0.197
  Recovery rate (%)......................       83.0       84.1        83.7        82.8        85.4


GEOLOGY AND MINERAL RESERVES

     Mineral reserves at the K-2 deposit are contained in steeply dipping quartz
carbonate veins hosted by Eocene age volcanic rocks. Kettle River mineral
reserves(1) at December 31, 2001 were as follows:



                                                                             AVERAGE GRADE
                                                           TONNAGE              OF GOLD         GOLD CONTENT(2)
                                                      ------------------    ----------------    ---------------
                                                      (000's short tons)    (ounces per ton)    (000's ounces)
                                                                                       
Ore stockpiles......................................          22                 0.182                 4
K-2.................................................         107                 0.196                21
                                                             ---                 -----                --
Total Proven and Probable-2001......................         129                 0.194                25
                                                             ===                 =====                ==
Proven..............................................         105                 0.197                21
Probable............................................          24                 0.179                 4
                                                             ---                 -----                --
Total Proven and Probable-2001......................         129                 0.194                25
                                                             ===                 =====                ==
Total Proven and Probable-2000......................         363                 0.193                70
                                                             ===                 =====                ==


---------------

(1) See "Reserves" for a discussion of the estimation of proven and probable
    mineral reserves.

(2) Reserves do not reflect losses in the milling process but do include
    allowance for dilution in the mining process. The average mill recovery rate
    of gold in 2001 was 83.0%.

     The cut-off grade is 0.143 ounces of gold per ton at K-2.

MINING AND PROCESSING

     At Kettle River, a series of deposits are mined and trucked to feed a
central mill. In 2001, approximately 78% of ore milled came from K-2 and 22%
came from Lamefoot stockpiles. The mill processed approximately 934 tons of ore
per day in 2001, compared to 1,470 tons per day in 2000. Total Kettle River
production decreased in 2001 compared to 2000 due to the completion of Lamefoot
mining in 2000.

     The mining method used at K-2 is longhole open stoping, with delayed
backfill. Total K-2 ore production in 2001 was 221,547 tons compared to 227,671
in 2000.

     K-2 area production at Kettle River is subject to a 5% gross proceeds
royalty and a net smelter return royalty ranging from 2% at gold prices of $300
per ounce or less to 3% at gold prices of $400 per ounce or more. A portion of
production from the Lamefoot area of the Kettle River mine is subject to a 5%
net smelter return royalty.

     In 2002, Kettle River is expected to produce approximately 35,000 ounces of
gold, which is 30% less than the 50,349 ounces of gold produced in 2001,
reflecting lower mill tonnage. See "Risk Factors" in this Schedule "C".

                                       C-15


AQUARIUS DEVELOPMENT PROJECT

     In 1997, Echo Bay deferred a final construction decision on its 100%-owned
Aquarius gold project, located in Macklem Township, 40 kilometers east of
Timmins, Ontario, Canada.

     Based on the revised bankable feasibility study completed during 2000,
Aquarius has proven and probable reserves of 1,189,000 ounces of gold at
December 31, 2000 (17.5 million tons of ore at an average grade of 0.068 ounces
per ton). The reserves are based on a cutoff grade of 0.015 ounce per ton. The
cutoff grade was based on a price of $300 per ounce of gold.

     Echo Bay expensed Aquarius holding costs of $0.8 million in 2001 and $0.7
million in 2000. At December 31, 2001, Echo Bay has a net book value of
approximately $43.7 million in acquisition and construction costs related to
Aquarius. Further delays in development and construction from continued low gold
prices could result in a write-down of all or a portion of these costs. Echo Bay
expects to expense approximately $1.1 million in development holding costs for
Aquarius in 2002.

EXPLORATION

     In addition to conducting exploration for new gold deposits, Echo Bay
explores for extensions of known reserves at its mines and development
properties. Echo Bay's exploration program concentrates on those projects
believed to represent the most promising near-term prospects. In particular,
exploration efforts are focused on projects located where Echo Bay already has,
or plans an extensive gold mining infrastructure, principally those prospects in
North America.

     At Round Mountain, drilling continued at the Gold Hill property located
approximately four miles north of the current mining and processing facilities.
Results were encouraging and additional drilling will continue in 2002 to
delineate the potential.

     At Kettle River, drilling continued to define an extension to the northeast
of the K-2 deposit. In 2002, work will continue to further delineate and define
the resource.

SUNNYSIDE

     In 1996, Sunnyside Gold Corporation ("SGC"), an indirect wholly owned
subsidiary of Echo Bay, finalized a consent decree with the State of Colorado
that set standards for the release of all reclamation and water treatment
permits and resolved future enforcement issues regarding groundwater seeps and
springs. SGC estimates that it will take at least two more years for all of the
conditions of the consent decree agreement to be fulfilled by both parties.
SGC has $3.6 million accrued at December 31, 2001 for future reclamation costs
at the Sunnyside mine. SGC's provision for future reclamation costs is reviewed
periodically and adjusted, as additional information becomes available.

OTHER

PRECIOUS METAL SALES AND HEDGING ACTIVITIES

     Echo Bay's dore bars are further refined by third parties and the refined
gold and silver is sold to banks or precious metal dealers.

     Echo Bay's profitability is subject to changes in gold prices, exchange
rates, interest rates and certain commodity prices. To reduce the impact of such
changes, Echo Bay attempts to lock in the future value of certain of these items
through hedging transactions. These transactions are accomplished through the
use of derivative financial instruments, the value of which is derived from
movements in the underlying prices or rates.

     Echo Bay continually monitors its hedging policy in light of forecasted
production, operating and capital expenditures, exploration and development
requirements and factors affecting volatility of gold prices such as actual and
prospective interest rate and gold lease rate performance. The gold-related
instruments used in these transactions include forward sales contracts and
options. These forward sales contracts obligate Echo Bay to sell gold at a
specific price on a future date. Call options give the holder the right, but not
the obligation to buy gold on a specific future date at a specific price. These
tools reduce the risk associated with gold price declines, but also could limit
Echo Bay's participation in increases of gold prices. Echo Bay engages in
forward currency-exchange contracts to reduce the impact on the Lupin mine's
operating costs caused by fluctuations in the exchange rate of U.S. dollars to
Canadian dollars.

                                       C-16


     Echo Bay assesses the exposure that may result from a hedging transaction
prior to entering into the commitment, and only enters into transactions which
it believes accurately hedge the underlying risk and could be safely held to
maturity. Echo Bay does not engage in the practice of trading derivative
securities for profit. Echo Bay regularly reviews its unrealized gains and
losses on hedging transactions.

     The credit risk exposure related to all hedging activities is limited to
the unrealized gains on outstanding contracts based on current market prices. To
reduce counterparty credit exposure, Echo Bay deals only with large,
credit-worthy financial institutions and limits credit exposure to each. In
addition, Echo Bay deals only in markets it considers highly liquid to allow for
situations where positions may need to be reversed.

     At December 31, 2001, the estimated fair value of Echo Bay's hedge
portfolio was $1.4 million. Echo Bay's current counterparties do not require
margin deposits. Sensitivity to various market factors underlying these
contracts are shown in note 18 to the 2001 audited consolidated financial
statements of Echo Bay.

     In 2001, Echo Bay delivered approximately 19% of gold production against
forward sales and put options at an average commitment price of $317 per ounce.
This compares with 37% of gold production at $313 per ounce in 2000 and 77% of
gold production at $346 per ounce in 1999. Approximately 21% of silver
production was delivered against forward sales and put options at an average
cash price of $5.86 per ounce in 2001. This compares to 35% at $5.71 per ounce
in 2000 and 43% at $5.66 per ounce in 1999.

     Echo Bay's commodity contracts as of December 31, 2001 are shown in note 18
to the 2001 audited consolidated financial statements of Echo Bay. For the year
2002, this position includes forward sales of approximately 60,000 ounces of
gold at a minimum forward price of $293 per ounce. In addition, Echo Bay has
sold call options for 120,000 ounces of gold at an average strike price of $297
per ounce. These forward sales contracts and call options represent
approximately 5% of reserves at December 31, 2001. The reduced hedging position
results from continued weakness in spot gold prices and low forward premiums
resulting in lower hedge prices that can be achieved.

     Echo Bay's hedging commitments are described in note 18 to Echo Bay's 2001
audited consolidated financial statements.

GOVERNMENTAL AND ENVIRONMENTAL REGULATION

Canada

     The mining industry in the Nunavut Territory, where Echo Bay's Lupin mine
is situated, operates under Canadian federal and territorial legislation
governing prospecting, development, production, environmental protection,
exports, income taxes, labor standards, mine safety and other matters. Echo Bay
believes its Canadian operations are operating in substantial compliance with
applicable law.

     Echo Bay's Lupin operation is subject to environmental regulation primarily
by the Federal Department of Indian Affairs and Northern Development and the
Nunavut Water Board. In addition, any changes or additions to existing
operations at Lupin may be subject to environmental assessment by the federal
government under the Canadian Environmental Assessment Act (Canada). The
Department of Fisheries & Oceans (Canada) and the Department of the Environment
(Canada) have an enforcement role in the event of environmental incidents, but
presently have no direct regulatory role in relation to the Lupin operation.
Lupin is also subject to the jurisdiction of the Nunavut Department of
Sustainable Development pursuant to the Nunavut Environmental Protection Act.
This Act contains requirements to obtain licenses and permits that may affect
the Lupin operation in the future. Echo Bay believes it is in substantial
compliance with all relevant territorial environmental law.

     On April 1, 1999, the Nunavut Agreement, dated May 25, 1993, between the
Inuit of Canada's eastern arctic region and Her Majesty the Queen in right of
Canada, came into force. Under this agreement, the Inuit were granted ownership
of approximately 360,000 square kilometers of land in an area referred to as the
Nunavut Settlement Area, including ownership of subsurface rights in
approximately 37,500 square kilometers of those lands. Third party interests in
lands in the Nunavut Settlement Area created prior to April 1, 1999 are
protected under the Nunavut Agreement. Where a third party was granted a mining
lease under the Canada Mining Regulations in lands comprising the Nunavut
Settlement Area, that interest continues in accordance with the terms and
conditions on which it was granted, including any rights granted under the
legislation that gave rise to the interest. However, where any successor
legislation has the effect of diminishing the rights afforded to the federal
government, it will not bind the Inuit without its consent. The Inuit are
entitled to receive whatever compensation is payable by the interest holder for
the use or exploitation of mineral rights. The federal government continues to
administer the third party interest on behalf of the

                                       C-17


Inuit, unless the third party and the Inuit enter into an agreement under which
the third party agrees to the administration of their interest by the Inuit. In
the event such an agreement is reached, the applicable legislation will cease to
apply to the third party interest. Subsurface interests in such lands continue
to be administered in accordance with applicable legislation relating to those
interests and are not affected by the Nunavut Agreement.

     Third party interests in lands in the Nunavut Settlement Area created on or
after April 1, 1999 are granted, in the case of surface rights, by the
appropriate regional Inuit association and, in the case of subsurface rights, by
Nunavut Tungavik Incorporated, which will hold subsurface title to Inuit owned
lands and will be additionally responsible, in consultation with the appropriate
regional Inuit associations, for the administration and management of those
subsurface rights.

United States

     Echo Bay's U.S. operations are subject to comprehensive regulation with
respect to operational, environmental, safety and similar matters by federal
agencies including the U.S. Department of the Interior (Bureau of Land
Management), the U.S. Department of Agriculture (U.S. Forest Service), the U.S.
Environmental Protection Agency ("EPA"), the U.S. Mine Safety and Health
Administration ("MSHA") and similar state and local agencies. Failure to comply
with applicable laws, regulations and permits can result in injunctive actions,
damages and civil and criminal penalties. If Echo Bay expands or changes its
existing operations or proposes any new operations, it may be required to obtain
additional or amended permits or authorizations in accordance with the National
Environmental Policy Act or state law counterparts. Echo Bay spends substantial
time, effort and funds in planning, constructing and operating its facilities to
ensure compliance with U.S. environmental and other regulatory requirements.
Such efforts and expenditures are common throughout the U.S. mining industry and
generally should not have a material adverse effect on Echo Bay's competitive
position.

     Echo Bay believes its U.S. operations are in substantial compliance with
applicable air and water quality laws and regulations, including reporting
requirements under the Emergency Planning Community Right to Know Act, and that
it has acquired or applied for all permits required under such laws or requested
by the states in which it is operating.

     Certain wastes from mining and mineral processing operations are currently
exempt from regulation under the Bevill amendment to the Federal Resource
Conservation and Recovery Act ("RCRA"). However, Congress may consider revision
and reauthorization of RCRA, as well as the Federal Clean Water Act and
Endangered Species Act, each of which substantially affects mine development and
operations. The effect of any revised or additional regulation on Echo Bay's
U.S. operations cannot be determined until the legislative process is completed
and new administrative rules are issued, but they could have a significant
impact upon operations of all mining companies and increase the costs of those
operations.

     New laws and regulations, amendments to existing laws and regulations,
administrative interpretation of existing laws and regulations, or more
stringent enforcement of existing laws and regulations, could have a material
adverse impact on Echo Bay's results of operations and financial condition,
although the results of such actions are speculative. For example, during recent
legislative sessions, legislation was considered in the United States Congress
which proposed a number of modifications to the General Mining Law of 1872,
which has traditionally governed the location and maintenance of unpatented
mining claims and related activities on federal land. Among these modifications
were proposals that would have (i) imposed a royalty on production from
unpatented mining claims, (ii) increased the cost of holding and maintaining
such claims, and (iii) imposed more specific reclamation requirements and
standards for operations on such claims. Although none of these proposed
modifications was enacted into law, Congress may consider the same or similar
proposals during the balance of 2002 as well.

     The one area in which specific action has been taken relates to the
regulation of surface activities on federally owned lands administered by the
Bureau of Land Management ("BLM"). New surface management regulations (the "3809
Regulations") were enacted and became effective on January 20, 2001. The effect
of the new 3809 Regulations is to create a significantly more stringent and
restrictive environment for activities and operations on federal lands involving
unpatented mining claims and millsites. For example, the new 3809 Regulations
provide that all activities on unpatented mining claims or millsites for which
approval of a Plan of Operations is required (which includes all activities
other than exploration activities that disturb less than five acres of surface)
are subject to a new standard of review by the BLM, which must make a
determination that the proposed activities would not cause substantial
irreparable harm to significant scientific, cultural or environmental resource
values that cannot be effectively mitigated. That new standard would apply to
any new significant activities undertaken by Echo Bay or its subsidiaries on
federal

                                       C-18


public lands. Imposition of that new standard does not affect Echo Bay's
existing approved Plans of Operation at its Round Mountain, McCoy/Cove and
Kettle River properties. If Echo Bay makes any substantive modifications to
those existing Plans of Operation (such as widening a road or expanding a leach
pad or tailings facility), that standard (as well as all other provisions of the
new 3809 Regulations) would apply unless Echo Bay could demonstrate to the BLM's
satisfaction that it was not practical for economic, environmental, safety or
technical reasons. In addition, under previous regulations, up to 75% of
financial security for the performance of reclamation obligations could be
provided by corporate guarantees. While the new 3809 Regulations do provide for
existing financial guarantees to continue to be in effect, no new corporate
guarantees were to be accepted after July 19, 2001. To the extent applied to
modifications of Echo Bay's current operations, and to the extent Echo Bay
engages in activities or operations on public lands outside of its current
permit boundaries (including any new projects), the new 3809 Regulations will
make the process for the preparation and obtaining of approval of a Plan of
Operations more time-consuming and expensive, and any such proposed activities
or operations will be subject to more detailed and expensive regulatory
requirements. Moreover, Echo Bay's ultimate ability to have any such proposed
activities or operations approved will be subject to a much greater level of
uncertainty. The new regulations may not significantly affect existing
operations, so long as such operations do not require, for their continuing
viability, new discretionary permits for land outside the boundaries of land
currently permitted or significant changes within current permit boundaries.
New, including expanded, exploration or mining operations will need to quantify
the cost burden imposed by the new regulations when assessing the economic
viability of any project.

     In addition, the BLM has called upon two of Echo Bay's subsidiaries to
provide other security to replace corporate guarantees that had been given in
respect of the Round Mountain and McCoy/Cove operations totaling approximately
$33 million. The subsidiaries consider the BLM's action, taken by administrative
decision, to be arbitrary, capricious and an abuse of discretion and are
opposing and contesting the decision. The BLM has not asked for additional
security amounts, rather the agency has requested a different form of security.
If the BLM position were to prevail, there is a risk the BLM would initiate
action designed to have operations suspended at the applicable location. The
potential impact on Echo Bay as a result of such administrative action is
difficult to predict. See "Risk Factors" in this Schedule "C".

     The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"), commonly called the "Superfund Act," contains
stringent reporting requirements for the release or disposal of hazardous
substances, with substantial fines for noncompliance. In addition, under CERCLA,
any party responsible for the release or threatened release of a hazardous
substance into the environment is liable for all clean-up costs. Responsible
parties under CERCLA include the owner or operator of the site where the release
occurs or anyone who owned or operated the site when a disposal was made,
regardless of culpability. Mining wastes are subject to CERCLA regulation if
they contain hazardous substances, and the EPA has included several mining sites
on its list of high-priority sites for clean up under CERCLA.

     Various types of dust control, revegetation and similar reclamation-related
measures are generally required for Echo Bay's U.S. operations under specific
state or federal air, water quality and mine reclamation rules and permits. The
BLM and Forest Service permits, and Plans of Operations for Echo Bay's
operations, also contain reclamation-related requirements. Echo Bay believes its
operations are in substantial compliance with these reclamation requirements.
Reclamation spending in 2001 amounted to approximately $4.9 million.

     Echo Bay believes that all of its U.S. operations are currently being
conducted in substantial compliance with applicable MSHA and similar state
labor, health and safety rules.

EMPLOYEES

     At December 31, 2001, the Company employed 1,194 persons (excluding
temporary employees directly involved in short-term programs), broken down as
follows.


                                                           
Round Mountain, including ancillary services................    648
McCoy/Cove..................................................    143
Kettle River................................................     88
Lupin.......................................................    284
Technical and corporate staff and other.....................     31
                                                              -----
                                                              1,194
                                                              =====


                                       C-19


     A sufficient supply of qualified workers is available for both Canadian and
U.S. operations, although the continuation of such supply depends upon a number
of factors, including the availability of other employment opportunities. None
of Echo Bay's employees are represented by labor unions. Echo Bay believes it
generally has good relations with its employees. Echo Bay provides its employees
with a competitive compensation package and comprehensive benefits program.

MINING RISKS AND INSURANCE

     Echo Bay carries insurance against property damage, including boiler and
machinery insurance, and comprehensive general liability insurance of $50
million per occurrence, which is applicable to all operations. Echo Bay carries
special liability policies applicable to aircraft and motor vehicles. It is also
insured against dishonesty and gold and silver bullion thefts, as well as losses
of goods in transit. The property damage and boiler and machinery insurance
policies include coverage for business interruption resulting from an insured
physical loss, subject to a five-day waiting period and a maximum
indemnification period of one year.

     Risks not insured against include mine cave-ins, mine flooding and other
uninsurable underground hazards, ground failure in open-pit mines and most types
of environmental pollution against which Echo Bay cannot insure or against which
it has elected not to insure.

     Echo Bay believes that it has taken adequate precautions to minimize the
risk of environmental pollution. However, with respect to certain mines, there
is some risk that cyanide may escape from leach pads or tailings dams in
sufficient quantities to cause water or surface pollution. See
"-- Other -- Governmental and Environmental Regulation" in this Schedule "C".

     Underground mining is generally subject to certain types of risks and
hazards, including unusual or unexpected formations, pressures, cave-ins,
flooding and other conditions. Echo Bay has not experienced any significant
cave-ins at its underground mines. In addition, because mining can be conducted
on a number of different levels at the same time, a cave-in in one area would
not necessarily affect mining in other areas.

     Open-pit mining, such as that conducted at certain of Echo Bay's mines, is
generally subject to certain types of risks and hazards, primarily pit wall
failure. Open pit mining is conducted in phases and a pit wall failure in one
area would not necessarily affect overall pit design or mining in unaffected
areas.

SUPPLIES, UTILITIES AND TRANSPORTATION

     The principal supplies needed for the operation of Echo Bay's mines are
explosives, diesel fuel, chemical reagents (including cyanide, lime, sulfur
dioxide, sodium hydroxide and zinc dust), cement, equipment parts and
lubricants.

     Power is supplied to Echo Bay's mines by power companies or by diesel
generators. Each mine has access to adequate water.

     Each of the U.S. mines has good road access by either paved or gravel roads
from state highways.

     The Lupin mill facilities and mine are in a remote location in the
sub-Arctic region of Canada. Echo Bay must therefore prepare for and respond to
difficult weather and other conditions. All equipment, materials and supplies
must be transported to the mine from Edmonton or Yellowknife. Personnel are
transported from these locations and from Kugluktuk and Cambridge Bay in the
Nunavut Territory. Each year since 1983, Echo Bay has completed a 360-mile ice
road commencing 40 miles northeast of Yellowknife and ending at the Lupin mine.
This is the most economical way of transporting bulk items, including fuel, to
the mine. Echo Bay operates a Boeing 727 to transport personnel and some
supplies to the mine.

WASTE DISPOSAL

     Heap leaching is done with a weak cyanide solution held within a closed
circuit, which includes the leach pads and surface holding ponds. Leached ore
from the reusable pad at Round Mountain is rinsed and fed to the mill or placed
on dedicated pads. Where dedicated pads are used, the leached ore remains on the
pads. Mill processing may use a cyanide leaching solution, which is contained
within the mills' processing circuits. See "-- Other -- Governmental and
Environmental Regulation" in this Schedule "C". See also "-- Lupin -- Water
Supply and Waste Disposal" in this Schedule "C".

                                       C-20


ROYALTIES

     Round Mountain mine production is subject to a net smelter return royalty
ranging from 3.53% at gold prices of $320 per ounce or less to 6.35% at gold
prices of $440 per ounce or more. Its production is also subject to a gross
revenue royalty of 3.0%, reduced to 1.5% after $75.0 million has been paid.

     McCoy/Cove production is subject to a 2% net smelter return royalty. This
royalty is based on sales less certain deductions.

     A portion of production from the Lamefoot area of the Kettle River mine is
subject to a 5% net smelter return royalty. K-2 area production at Kettle River
is subject to a 5% gross proceeds royalty and a net smelter return royalty
ranging from 2% at gold prices of $300 per ounce or less to 3% at gold prices of
$400 per ounce or more.

LEASE COMMITMENTS

     Echo Bay leases office premises for its head office functions, and enters
into lease commitments for office equipment. Echo Bay incurred $1.1 million in
rental expense in 2001, net of $1.4 million in rental income related to office
subleases. Echo Bay's commitments under the remaining terms of the leases are
approximately $6.7 million, payable as follows: $2.0 million in 2002, $1.6
million in 2003, $1.5 million in 2004, $1.0 million in 2005, $0.1 million in
2006 and $0.5 million thereafter.

                                  RISK FACTORS

     The risk factors identified below should be carefully reviewed and
evaluated.

CONTINUED DEPRESSED GOLD PRICES MAY NEGATIVELY AFFECT ECHO BAY'S PRODUCTION,
PROFITABILITY, RESERVES AND LIQUIDITY.

     The profitability of Echo Bay's current operations is directly related and
sensitive to the market price of gold, which fluctuates widely due to factors
beyond Echo Bay's control.

     Since 1997, gold prices have been at depressed levels and may remain at
such depressed levels in the future. If gold prices should fall below Echo Bay's
cash costs of production and remain at such levels for any sustained period of
time, it may not be economically feasible to continue commercial production at
any or all of Echo Bay's mines. This previously occurred in January 1998, when
Echo Bay temporarily suspended operations at the Lupin mine. Also, in 1997, Echo
Bay deferred a final construction decision on its Aquarius development project
and deferred further development of the Ulu satellite deposit in Canada due to
the decline in gold prices.

     The cash operating costs at Echo Bay's four operating mines averaged $223
per ounce in 2001 and are expected to average approximately $225 per ounce in
2002. Total production costs were $296 per ounce in 2001 and are expected to
average approximately $300 per ounce in 2002. Given the current price of gold,
$301 per ounce as of March 28, 2002, Echo Bay may experience liquidity
difficulties, and its ability to invest funds in exploration and development may
be significantly impaired. While Echo Bay continues to generate cash flow from
operations at current gold prices, the amount of cash flow available for
acquisitions, investments, exploration and development remains very limited.

     Declines in the market price of gold and related precious metals also may
require Echo Bay to write-down its reserves, which would adversely affect
production, profitability and Echo Bay's financial position. The gold price used
in estimating Echo Bay's mineral reserves at December 31, 2001 was $300 per
ounce. The market price was $277 per ounce at December 31, 2001. The market
price of gold has for more than four years traded, on average, below the price
at which Echo Bay estimates its reserves. If Echo Bay were to determine that its
reserves and future cash flows should be estimated at a significantly lower gold
price than that used at December 31, 2001, there would likely be a reduction in
the amount of gold reserves. Echo Bay estimates that if reserves at December 31,
2001 were based on $275 per ounce of gold, reserves would decrease by
approximately 13% at Round Mountain, 5% at Kettle River and 2% at the Aquarius
development property. Should any significant reductions in reserves occur,
material "write-downs" of Echo Bay's investment in mining properties and
increased amortization, reclamation and closure charges may be required. For
example, in 2001, due to an unexpected reduction in reserves, a $4.4 million
provision was made for impaired assets at Kettle River. Under certain such
circumstances, Echo Bay may discontinue the development of a project or mining
at one or more of its properties.

                                       C-21


     Echo Bay has implemented a hedging program to reduce the risk associated
with gold price volatility, however, there is no assurance that Echo Bay's
hedging strategies will be successful. See "Description of Business and
Properties -- Other -- Precious Metal Sales and Hedging Activities" in this
Schedule "C".

FAILURE TO REPLACE RESERVES MAY NEGATIVELY AFFECT PRODUCTION.

     Because mines have limited lives based on proven and probable reserves,
Echo Bay must continually replace and expand its reserves as it produces gold.
It is currently estimated that Kettle River has less than one year of mine life
remaining without the development of additional reserves. Echo Bay's ability to
maintain or increase its annual production of gold will be dependent in
significant part on its ability to bring new mines into production, such as the
Aquarius project in Canada, and to expand existing mines.

     No assurance can be given that Echo Bay's exploration programs will result
in the replacement of current production with new reserves or that Echo Bay's
development program will be able to extend the life of Echo Bay's existing
mines. In the event that new reserves are not developed, Echo Bay will not be
able to sustain its current level of gold production beyond the life of its
existing reserve estimates and revenues will decrease as a result.

     There are a number of uncertainties inherent in any exploration and
development program relating to:

     -  the location of economic mineral reserves;

     -  the development of appropriate metallurgical processes;

     -  the receipt of necessary governmental permits; and

     -  the construction of mining and processing facilities.

     Accordingly, there can be no assurance that Echo Bay's efforts will yield
new reserves to replace and expand current reserves.

FAILURE TO DEVELOP NEW MINES OR EXPAND EXISTING MINES MAY NEGATIVELY AFFECT
FUTURE PRODUCTION.

     Echo Bay's ability to maintain, or increase, its annual production of gold
will be dependent in significant part on its ability to bring new mines into
production, such as the Aquarius project in Canada, and to expand existing
mines. In 1997, Echo Bay deferred a final construction decision on Aquarius and
deferred further development of the Ulu satellite deposit in Canada.

     The economic feasibility analysis with respect to any individual project is
based upon:

     -  the interpretation of geological data obtained from drill holes and
        other sampling techniques;

     -  estimates of cash operating costs based upon anticipated tonnage and
        grades of ore to be mined and processed;

     -  gold and silver price assumptions;

     -  the configuration of the ore body;

     -  expected recovery rates of metals from the ore;

     -  comparable facility and equipment costs;

     -  anticipated climatic conditions;

     -  estimates of labor productivity; and

     -  royalty or other ownership burdens.

     Echo Bay's feasibility studies are based on Echo Bay's knowledge of the
operating history of similar ore bodies in the region. The actual operating
results of its development projects, however, may differ materially from those
anticipated, and uncertainties related to operations are increased further in
the case of development projects. In addition to the successful completion of
final feasibility studies, the issuance of necessary permits and receipt of
adequate financing are required for successful development of properties. See
"Description of Business and Properties -- Other -- Governmental and
Environmental Regulation" in this Schedule "C".

ECHO BAY ENCOUNTERS STRONG COMPETITION FROM OTHER MINING COMPANIES IN CONNECTION
WITH THE ACQUISITION OF PERSONNEL AND PROPERTIES PRODUCING OR CAPABLE OF
PRODUCING PRECIOUS METALS.

     As a result of this competition, some of which is with companies with
greater financial resources, Echo Bay may be unable to maintain or acquire the
personnel and expertise required to develop and operate its properties. Also,
Echo
                                       C-22


Bay may be unable to acquire attractive mining properties on terms it considers
acceptable or at all. Consequently, its revenues, operations and financial
condition could be materially adversely affected.

FAILURE TO SECURE THE NECESSARY LETTERS OF CREDIT OR SURETY BONDS OR TO PROVIDE
THE NECESSARY CORPORATE GUARANTEES TO SECURE RECLAMATION OBLIGATIONS, COULD
RESULT IN VIOLATION OF ECHO BAY'S OPERATING PERMITS AND IMPACT ECHO BAY'S
ABILITY TO CONTINUE OPERATING AT SPECIFIC LOCATIONS.

     Certain regulatory agencies may require security to be provided for some or
all of the cost to restore land disturbed during operations. Echo Bay has
typically provided letters of credit, surety bonds and corporate guarantees as
security for these future reclamation costs. The market place for third party
security instruments is, however, very limited to the mining industry and to
Echo Bay in particular. If Echo Bay is unable to secure the necessary forms of
security, its ability to continue operations at specific locations could be
jeopardized. Even where Echo Bay currently has security in place for reclamation
costs, it may be required to provide additional, or alternative, financial
instruments. For example, early in 2001, regulators in Nevada called upon two of
Echo Bay's subsidiaries to provide other forms of security to replace corporate
guarantees that had been given in respect of the Round Mountain and McCoy/Cove
operations totaling approximately $33 million. Echo Bay disagrees with the
regulators' position and believes that the subsidiaries qualify under the
criteria set out for corporate guarantees and will oppose the regulatory
position. If Echo Bay is required to provide additional or alternative forms of
security, and is unable to do so at acceptable costs or at all, it may be
prohibited from commencing or continuing operations and its financial condition
and prospects would be adversely affected. See "Description of Business and
Properties -- Other -- Governmental and Environmental Regulation" in this
Schedule "C".

RESERVE ESTIMATES ARE INHERENTLY UNCERTAIN. ANY MATERIAL INACCURACIES IN ECHO
BAY'S RESERVE ESTIMATES OR ASSUMPTIONS UNDERLYING RESERVE ESTIMATES COULD CAUSE
RESERVES TO BE OVERSTATED.

     The estimation of reserves and resources is inherently uncertain and
involves subjective judgments about many relevant factors. The accuracy of any
such estimate is a function of:

     -  the quantity and quality of available drilling data;

     -  engineering and geological interpretation;

     -  testing and production experience;

     -  gold prices;

     -  operating and capital costs;

     -  short-term operating factors such as the need for sequential development
        of ore bodies; and

     -  the processing of new or different ore grades and ore types.

     The volume and grade of reserves mined and processed and recovery rates may
not be the same as currently anticipated. If they are not, Echo Bay may
discontinue the development of a project or mining at one or more of its
properties.

     Reserve calculations and life-of-mine plans using significantly lower
prices (see gold price affect on Echo Bay's production, profitability, reserves
and liquidity) could result in material write-downs of its investment in mining
properties and increased amortization, reclamation and closure charges.

ECHO BAY'S ACTIVITIES ARE SUBJECT TO COMPLEX LAWS AND REGULATIONS THAT CAN
ADVERSELY AFFECT OPERATING AND DEVELOPMENT COSTS, THE TIMING OF OPERATIONS
AND/OR THE ABILITY TO OPERATE.

     Echo Bay's mining operations and exploration and development activities are
subject to extensive Canadian, U.S. and other foreign federal, state,
provincial, territorial and local laws and regulations governing exploration,
development, production, exports, taxes, labor standards, waste disposal,
protection of the environment, reclamation, historic and cultural resources
preservation, mine safety and occupational health, toxic substances, reporting
and other matters. The costs of discovering, evaluating, planning, designing,
developing, constructing, operating and closing Echo Bay's mines and other
facilities in compliance with such laws and regulations are significant. It is
possible that the costs and delays associated with compliance with such laws and
regulations could become such that Echo Bay would not proceed with the
development or operation of a mine. Future regulatory developments, such as more
stringent environmental protection laws, regulations and enforcement policies
thereunder, and claims for damages to

                                       C-23


property and persons resulting from Echo Bay's operations, could result in
substantial costs and liabilities, reduced profits and a deterioration of its
financial condition.

     Echo Bay is required to obtain governmental permits to develop its reserves
and for expansion or advanced exploration activities at its operating properties
and its exploration properties. Obtaining the necessary governmental permits is
a complex and time-consuming process involving numerous Canadian, U.S. or
foreign federal, state, provincial, territorial and local agencies. Echo Bay
will be required to obtain additional permits to allow it to construct and
operate properties currently under development. The duration and success of each
permitting effort are contingent upon many variables not within Echo Bay's
control. If Echo Bay is unable to obtain the necessary approvals, it will not be
able to commence production at the applicable mine. See "Description of Business
and Properties -- Other -- Governmental and Environmental Regulation" in this
Schedule "C".

     In addition, there is a risk that private individuals or entities may
assert that Echo Bay's activities have caused damage to their interests. For
example, in 2000, a subsidiary of Echo Bay and numerous other parties were
served with a complaint from the Colorado School of Mines for environmental
cleanup costs at a federal Comprehensive Environmental Response, Compensation
and Liability Act site. Echo Bay's share of the settlement was approximately
$89,500.

ECHO BAY'S MINING OPERATIONS ARE SUBJECT TO SIGNIFICANT RISKS THAT MAY NOT BE
COVERED BY INSURANCE.

     The business of gold and silver mining is generally subject to a number of
risks and hazards, including:

     -  environmental conditions;

     -  industrial accidents;

     -  labor disputes;

     -  unusual or unexpected geological conditions;

     -  ground or slope failures, cave-ins;

     -  changes in the regulatory environment; and

     -  natural phenomena such as inclement weather conditions, floods,
        blizzards and earthquakes.

     Such occurrences could result in:

     -  damage to mineral properties or production facilities;

     -  personal injury or death;

     -  environmental damage to Echo Bay's properties or the properties of
        others;

     -  delays in mining;

     -  monetary losses and possible legal liability.


     "Description of Business and Properties -- Other -- Mining Risks and
Insurance" in this Schedule "C".


CERTAIN OF ECHO BAY'S UNITED STATES PROPERTY RIGHTS CONSIST OF UNPATENTED LODE
MINING CLAIMS.

     Unpatented mining claims and millsites are generally considered to be
subject to greater title risk than other real property interests. The validity
of an unpatented mining claim or millsite, in terms of its location and
maintenance, and the uses thereof, is dependent on strict compliance with a
complex body of federal and state statutory and decisional law, administrative
interpretation of that law and, for unpatented mining claims, the existence of a
discovery of valuable minerals. In addition, there are few public records that
definitively control the issues of validity and ownership of unpatented mining
claims or millsites. There can be no assurance that title to any of its
unpatented mining claims or millsites may not be defective.

REPERCUSSIONS FROM TERRORIST ACTS COMMITTED IN THE UNITED STATES COULD HARM
BUSINESS OPERATIONS AND ADVERSELY IMPACT THE CORPORATION'S ABILITY TO MEET ITS
EXPECTATIONS AND OTHER FORWARD LOOKING STATEMENTS CONTAINED HEREIN.

     The terrorist attacks in the United States on September 11, 2001 caused
instability in the world's markets. There can be no assurance that these
terrorist attacks, or the responses to them, will not lead to further acts of
terrorism in the United States, Canada or elsewhere, which may contribute to
economic instability in the United States, Canada and

                                       C-24


other geographic areas in which Echo Bay is active. Specifically, such
instability could adversely affect production or exploration activities.

                                  GOLD PRICES

     The following table sets forth annual high, low, average and end of period
afternoon fixing gold prices in U.S. dollars per troy ounce on the London
Bullion Market.



                                                                YEAR ENDED DECEMBER 31,
                                                    -----------------------------------------------
                                                    2002(*)    2001    2000    1999    1998    1997
                                                    -------    ----    ----    ----    ----    ----
                                                                             
High..............................................    $327     $293    $313    $326    $313    $367
Low...............................................     278      256     264     253     273     283
Average...........................................     301      271     279     279     294     332
End of Period.....................................     319      277     274     290     286     293


---------------

(*) Through June 30, 2002

                                 SILVER PRICES

     The following table sets forth annual high, low, average and end of period
noon prices in U.S. dollars per troy ounce as quoted by Handy & Harman.



                                                                     YEAR ENDED DECEMBER 31,
                                                            -----------------------------------------
                                                 2002(*)    2001     2000     1999     1998     1997
                                                 -------    -----    -----    -----    -----    -----
                                                                              
High...........................................   $5.15     $4.86    $5.53    $5.77    $7.31    $6.13
Low............................................    4.26      4.06     4.60     4.91     4.72     4.18
Average........................................    4.63      4.39     5.00     5.25     5.54     4.87
End of Period..................................    4.86      4.50     4.60     5.40     4.87     6.13


---------------

(*) Through June 30, 2002

                                       C-25


                               LEGAL PROCEEDINGS

     The Corporation is currently subject to a number of third party claims
which the Corporation believes are routine in, and incidental to, the normal
course of its business. In addition, two wholly owned subsidiaries of the
Corporation, Echo Bay Exploration Inc. and Echo Bay Management Corporation
(together, the "Subsidiaries"), are currently subject to legal proceedings.

     In September 1992, Summa Corporation ("Summa") commenced a lawsuit against
the Subsidiaries alleging improper deductions in the calculation of royalties
payable over several years of production at McCoy/Cove and another mine, which
is no longer in operation. The matter was tried in the Nevada State Court in
April 1997, with Summa claiming more than $13 million in damages, and, in
September 1997, judgment was rendered for the Subsidiaries. The decision was
appealed by Summa to the Supreme Court of Nevada, which in April 2000 reversed
the decision of the trial court and remanded the case back to the trial court
for "a calculation of the appropriate [royalties] in a manner not inconsistent
with this order." The case was decided by a panel comprised of three of the
seven Justices of the Supreme Court of Nevada and the Subsidiaries petitioned
that panel for a rehearing. The petition was denied by the three member panel on
May 15, 2000 and remanded to the lower court for consideration of other defences
and arguments put forth by the Subsidiaries. The Subsidiaries filed a petition
for a hearing before the full Supreme Court and on December 22, 2000, that Court
recalled its previous decision. Both the Subsidiaries and their counsel believe
that grounds exist to modify or reverse the decision. The Corporation has $1.5
million accrued related to this litigation. If the appellate reversal of the
trial decision is maintained and the trial court, on remand, were to dismiss all
of the Subsidiaries' defences, the royalty calculation at McCoy/Cove would
change and additional royalties would be payable. Neither the Corporation, nor
counsel to the Subsidiaries, believes it is possible to quantify the precise
amount of liability pursuant to a revised royalty calculation.


     In November 2001, two former employees of the Corporation brought a claim
against the Corporation pursuant to the Class Proceedings Act (British Columbia)
as a result of the temporary suspension of operations at the Corporation's Lupin
mine in the spring of 1998 and the layoff of employees at that time. The
Corporation does not know at this time the amount being claimed by the former
employees nor whether the claim is appropriate for certification as a class
action. On August 12, 2002, the Supreme Court decided it had such jurisdiction.
Echo Bay is appealing this decision. No determination has been made as to
whether this action is suitable for certification as a class action and no
decision has been rendered with respect to the merits of the action.


     While the outcome of any particular claim is not certain, the Corporation
believes it has substantive defences and intends to vigorously defend all
claims.

                                       C-26



                               COMPILATION REPORT


To the Directors of
  KINROSS GOLD CORPORATION


     We have reviewed, as to compilation only, the accompanying unaudited pro
forma consolidated balance sheet as at June 30, 2002 and the unaudited pro forma
consolidated statements of operations for the six months then ended and for the
year ended December 31, 2001, which have been prepared for inclusion in this
circular. In our opinion, the unaudited pro forma consolidated balance as at
June 30, 2002 and the unaudited pro forma consolidated statements of operations
for the six months then ended and for the year ended December 31, 2001 have been
properly compiled to give effect to the transactions and assumptions described
in the notes thereto.



(SIGNED) DELOITTE & TOUCHE LLP

Chartered Accountants

Toronto, Canada

September 13, 2002


COMMENT FOR UNITED STATES READERS ON DIFFERENCES BETWEEN CANADIAN AND UNITED
STATES REPORTING STANDARDS

     The above opinion, provided solely pursuant to Canadian requirements, is
expressed in accordance with reporting standards generally accepted in Canada.
Such standards contemplate the expression of an opinion with respect to the
compilation of unaudited pro forma financial statements. U.S. standards do not
provide for the expression of an opinion on the compilation of unaudited pro
forma financial statements. To report in conformity with United States standards
on the reasonableness of the pro forma adjustments and their application to the
unaudited pro forma consolidated balance sheet and unaudited pro forma
consolidated statements of operations would require an examination or review
which would be substantially greater in scope than the review as to compilation
only that we have conducted. Consequently, under U.S. standards, we would be
unable to express any opinion with respect to the compilation of the
accompanying unaudited pro forma consolidated balance sheet and unaudited pro
forma consolidated statements of operations.


(SIGNED) DELOITTE & TOUCHE LLP

Chartered Accountants

Toronto, Canada

September 13, 2002


                                       F-1




                            KINROSS GOLD CORPORATION


                      PRO FORMA CONSOLIDATED BALANCE SHEET
                                  (unaudited)
                    (Expressed in millions of U.S. Dollars)
                              As at June 30, 2002



                                                                                                     PRO FORMA     PRO FORMA
                                                              NOTES   KINROSS    TVX     ECHO BAY   ADJUSTMENTS   CONSOLIDATED
                                                              -----   -------   ------   --------   -----------   ------------
                                                                                                
ASSETS
  CURRENT ASSETS
    Cash and cash equivalents...............................          $ 93.6    $117.0    $ 16.6      $   --        $   91.7
                                                               2.3        --        --        --       (28.0)
                                                               2.4        --        --        --       (90.0)
                                                               2.15       --        --        --       (17.5)
    Restricted cash.........................................             4.4        --        --          --            21.9
                                                               2.15       --        --        --        17.5
    Accounts receivable.....................................            18.4      24.3       7.3          --            49.1
                                                               2.2        --        --        --        (0.9)
    Inventories.............................................            36.1      21.8      31.5          --            89.4
    Marketable securities...................................             0.3       1.9       2.0          --            16.6
                                                               2.2        --        --        --        12.4
                                                                      ------    ------    ------      ------        --------
                                                                       152.8     165.0      57.4      (106.5)          268.7
  PROPERTY, PLANT AND EQUIPMENT.............................           364.7     230.9     146.8          --         1,004.9
                                                               2.1        --        --        --       168.3
                                                               2.2        --        --        --        94.2
  GOODWILL..................................................              --        --        --                       855.9
                                                               2.1        --        --        --       385.9
                                                               2.2        --        --        --       474.5
                                                               2.3        --        --        --        28.0
                                                               2.5        --        --        --        31.5
                                                               2.6        --        --        --       (64.0)
  LONG-TERM INVESTMENTS.....................................            13.2        --      52.8          --            18.2
                                                               2.2        --        --        --       (41.1)
                                                               2.6        --        --        --        (6.7)
  FUTURE INCOME AND MINING TAXES............................              --      12.4        --          --            12.4
  DEFERRED CHARGES AND OTHER ASSETS.........................             9.4      27.7        --          --            27.0
                                                               2.1        --        --        --       (10.1)
                                                                      ------    ------    ------      ------        --------
                                                                      $540.1    $436.0    $257.0      $954.0        $2,187.1
                                                                      ======    ======    ======      ======        ========


                                       F-2

                            KINROSS GOLD CORPORATION

              PRO FORMA CONSOLIDATED BALANCE SHEET -- (CONTINUED)
                                  (unaudited)
                    (Expressed in millions of U.S. dollars)
                              As at June 30, 2002




                                                                                                     PRO FORMA     PRO FORMA
                                                              NOTES   KINROSS    TVX     ECHO BAY   ADJUSTMENTS   CONSOLIDATED
                                                              -----   -------   ------   --------   -----------   ------------
                                                                                                
LIABILITIES
  CURRENT LIABILITIES
    Accounts payable and accrued liabilities................          $ 31.9    $ 25.5    $ 25.6      $   --        $   80.3
                                                               2.1                                      (2.7)
    Current portion of long-term debt.......................            20.6       5.2        --          --            25.8
    Short-term debt.........................................  2.4         --        --        --        90.0            90.0
    Deferred revenue........................................              --       5.9       0.8          --              --
                                                               2.1        --        --        --        (5.9)
                                                               2.2        --        --        --        (0.8)
    Current portion of site restoration cost accruals.......            10.1        --       3.0          --            16.0
                                                               2.1        --        --        --         2.9
                                                                      ------    ------    ------      ------        --------
                                                                        62.6      36.6      29.4        83.5           212.1
  LONG-TERM DEBT............................................            31.4        --        --          --            32.8
                                                               2.1        --        --        --         1.4
  SITE RESTORATION COST ACCRUALS............................            44.6        --      49.5          --           177.3
                                                               2.1        --        --        --        59.0
                                                               2.2        --        --        --        24.2
  FUTURE INCOME AND MINING TAXES............................             3.5      20.0       1.0          --            56.0
                                                               2.5        --        --        --        31.5
  DEFERRED REVENUE..........................................             7.1        --      27.4          --             9.5
                                                               2.2        --        --        --       (25.0)
  OTHER LONG-TERM LIABILITIES...............................             6.2      23.8        --          --            19.8
                                                               2.1        --        --        --       (10.2)
  DEBT COMPONENT OF CONVERTIBLE DEBENTURES..................            24.9        --        --          --            24.9
  REDEEMABLE RETRACTABLE PREFERRED SHARES...................             2.5        --        --          --             2.5
                                                                      ------    ------    ------      ------        --------
                                                                       182.8      80.4     107.3       164.4           534.9
  MINORITY INTERESTS AND PARTICIPATION RIGHTS...............              --     132.2        --          --              --
                                                               2.1        --        --        --        47.8
                                                               2.4        --        --        --      (180.0)
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY..........            12.4        --        --          --            12.4
COMMON SHAREHOLDERS' EQUITY.................................           344.9     223.4     149.7          --         1,639.8
                                                               3.0        --        --        --       921.8
                                                                      ------    ------    ------      ------        --------
                                                                      $540.1    $436.0    $257.0      $954.0        $2,187.1
                                                                      ======    ======    ======      ======        ========



                         Signed on behalf of the Board:


                                              
            (Signed) John A. Brough                         (Signed) Cameron A. Mingay
                    Director                                         Director


                                       F-3


                            KINROSS GOLD CORPORATION

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                  (unaudited)
        (Expressed in millions of U.S. Dollars except Per Share Amounts)
                     For the Six Months Ended June 30, 2002




                                                                                                      PRO FORMA     PRO FORMA
                                                              NOTES   KINROSS     TVX     ECHO BAY   ADJUSTMENTS   CONSOLIDATED
                                                              -----   -------   -------   --------   -----------   ------------
                                                                                                 
REVENUE
  Mining revenue............................................          $128.0    $  89.2   $ 109.8      $    --       $ 295.0
                                                               2.11       --         --        --        (19.9)
                                                               2.12       --         --        --        (12.1)
  Interest and other income.................................             7.7        4.0        --           --          10.5
                                                               2.8        --         --        --         (1.2)
  Mark to market loss on call options.......................            (1.6)        --        --           --          (1.6)
                                                                      ------    -------   -------      -------       -------
                                                                       134.1       93.2     109.8        (33.2)        303.9
                                                                      ------    -------   -------      -------       -------
EXPENSES
  Operating.................................................            87.9       62.1      75.7           --         213.3
                                                               2.12       --         --        --        (13.5)
                                                               2.13       --         --        --         (0.6)
                                                               2.14       --         --        --          1.7
  General and administrative................................             4.8        2.8       2.9           --          10.5
  Exploration...............................................             4.1        1.7       2.2           --           8.0
  Depreciation, depletion and amortization..................            41.4       16.6      19.7           --          91.2
                                                               2.10       --         --        --         17.9
                                                               2.12       --         --        --         (4.4)
                                                                      ------    -------   -------      -------       -------
                                                                       138.2       83.2     100.5          1.1         323.0
                                                                      ------    -------   -------      -------       -------
(LOSS) INCOME BEFORE THE UNDERNOTED.........................            (4.1)      10.0       9.3        (34.3)        (19.1)
  Gain on sale of assets....................................             1.5         --        --           --           1.5
  Loss on retirement of capital securities..................              --         --      (5.5)          --          (5.5)
  Foreign exchange loss.....................................            (3.0)      (2.6)      0.2           --          (5.4)
  Share in income of investee companies.....................             0.2         --        --           --           0.2
  Interest expense on long-term liabilities.................            (2.8)      (0.4)       --           --         (10.0)
                                                               2.7        --         --        --         (6.8)
                                                                      ------    -------   -------      -------       -------
(LOSS) INCOME BEFORE TAXES AND DIVIDENDS ON CONVERTIBLE
  PREFERRED SHARES OF SUBSIDIARY COMPANY....................            (8.2)       7.0       4.0        (41.1)        (38.3)
PROVISION FOR INCOME AND MINING TAXES.......................            (3.0)      (1.0)       --           --          (4.0)
MINORITY INTEREST AND PARTICIPATION RIGHTS..................              --       (3.7)       --           --            --
                                                               2.9        --         --        --          3.7
                                                                      ------    -------   -------      -------       -------
(LOSS) INCOME FOR THE YEAR BEFORE DIVIDENDS ON CONVERTIBLE
  PREFERRED SHARES OF SUBSIDIARY COMPANY....................           (11.2)       2.3       4.0        (37.4)        (42.3)
DIVIDENDS ON CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY
  COMPANY...................................................            (1.0)        --        --           --          (1.0)
                                                                      ------    -------   -------      -------       -------
NET (LOSS) INCOME FOR THE PERIOD............................          $(12.2)   $   2.3   $   4.0      $ (37.4)      $ (43.3)
                                                                      ======    =======   =======      =======       =======
INCREASE IN EQUITY COMPONENT OF CONVERTIBLE INSTRUMENTS.....            (4.2)        --      (4.6)          --          (8.8)
LOSS ON RETIREMENT OF CAPITAL SECURITIES....................              --         --    (132.3)          --        (132.3)
                                                                      ------    -------   -------      -------       -------
NET (LOSS) INCOME FOR THE PERIOD ATTRIBUTABLE TO COMMON
  SHAREHOLDERS, FOR PURPOSES OF PER SHARE CALCULATIONS......          $(16.4)   $   2.3   $(132.9)     $ (37.4)      $(184.4)
                                                                      ======    =======   =======      =======       =======
(LOSS) EARNINGS PER SHARE (NOTE 5)
  Basic and diluted.........................................          $(0.05)   $  0.06   $ (0.31)                   $ (0.21)
                                                                      ======    =======   =======                    =======



                                       F-4


                            KINROSS GOLD CORPORATION

                 PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
                                  (unaudited)
        (Expressed in millions of U.S. Dollars except Per Share Amounts)
                      For the Year Ended December 31, 2001




                                                                                                      PRO FORMA     PRO FORMA
                                                              NOTES   KINROSS     TVX     ECHO BAY   ADJUSTMENTS   CONSOLIDATED
                                                              -----   -------   -------   --------   -----------   ------------
                                                                                                 
REVENUE
  Mining revenue............................................          $270.1    $ 158.3    $237.7      $   --        $ 583.7
                                                               2.11       --         --        --       (23.2)
                                                               2.12       --         --        --       (59.2)
  Interest and other income.................................             9.3        9.1        --          --           13.7
                                                               2.8        --         --        --        (4.7)
  Mark to market loss on call options.......................             3.5        0.4        --          --            3.9
                                                                      ------    -------    ------      ------        -------
                                                                       282.9      167.8     237.7       (87.1)         601.3
                                                                      ------    -------    ------      ------        -------
EXPENSES
  Operating.................................................           180.7      108.1     189.2          --          427.7
                                                               2.11                                       2.8
                                                               2.12       --         --        --       (51.0)
                                                               2.13       --         --        --        (6.1)
                                                               2.14       --         --        --         4.0
  General and administrative................................            10.1        8.1       5.6          --           23.8
  Exploration...............................................             7.9        3.4       3.5          --           14.8
  Depreciation, depletion and amortization..................            85.8       40.2      42.1          --          186.2
                                                               2.10       --         --        --        32.0
                                                               2.12       --         --        --       (12.6)
                                                               2.14       --         --        --        (1.3)
                                                                      ------    -------    ------      ------        -------
                                                                       284.5      159.8     240.4       (32.2)         652.5
                                                                      ------    -------    ------      ------        -------
(LOSS) INCOME BEFORE THE UNDERNOTED.........................            (1.6)       8.0      (2.7)      (54.9)         (51.2)
  Gain on sale of assets....................................             1.2         --        --          --            1.2
  Foreign exchange loss.....................................            (1.1)      (3.3)       --          --           (4.4)
  Share in income of investee companies.....................            (2.2)        --        --          --           (2.2)
  Interest expense on long-term liabilities.................            (9.1)      (3.8)     (1.7)         --          (28.1)
                                                               2.7        --         --        --       (13.5)
  Writedown of property, plant and equipment................           (16.1)    (244.5)     (4.4)         --         (265.0)
                                                                      ------    -------    ------      ------        -------
LOSS BEFORE TAXES AND DIVIDENDS ON CONVERTIBLE PREFERRED
  SHARES OF SUBSIDIARY COMPANY..............................           (28.9)    (243.6)     (8.8)      (68.4)        (349.7)
PROVISION FOR INCOME AND MINING TAXES.......................            (2.9)       5.6       3.1          --            5.8
MINORITY INTEREST AND PARTICIPATION RIGHTS..................              --       10.0        --          --             --
                                                               2.9        --         --        --       (10.0)
                                                                      ------    -------    ------      ------        -------
LOSS FOR THE YEAR BEFORE DIVIDENDS ON CONVERTIBLE PREFERRED
  SHARES OF SUBSIDIARY COMPANY..............................           (31.8)    (228.0)     (5.7)      (78.4)        (343.9)
DIVIDENDS ON CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY
  COMPANY...................................................            (5.1)        --        --          --           (5.1)
                                                                      ------    -------    ------      ------        -------
NET LOSS FOR THE YEAR.......................................           (36.9)    (228.0)     (5.7)      (78.4)        (349.0)
INCREASE IN EQUITY COMPONENT OF CONVERTIBLE INSTRUMENTS.....            (7.7)      (6.6)    (17.3)         --          (31.6)
                                                                      ------    -------    ------      ------        -------
NET LOSS FOR THE YEAR ATTRIBUTABLE TO COMMON SHAREHOLDERS...          $(44.6)   $(234.6)   $(23.0)     $(78.4)       $(380.6)
                                                                      ======    =======    ======      ======        =======
LOSS PER SHARE (NOTE 5)
  Basic and diluted.........................................          $(0.14)   $(12.41)   $(0.16)                   $ (0.45)



                                       F-5


                            KINROSS GOLD CORPORATION
              NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)

1.  BASIS OF PRESENTATION

   The unaudited pro forma consolidated financial statements ("pro forma
   financial statements") have been prepared using the purchase method of
   accounting for the business combination of Kinross Gold Corporation (the
   "Corporation"), TVX Gold Inc. ("TVX) and Echo Bay Mines Ltd. ("Echo Bay").
   The Corporation has been identified as the acquirer in accounting for the
   business combination. The purchase price will be allocated to the TVX and
   Echo Bay assets acquired and liabilities assumed, based on their respective
   fair values, with the remaining unallocated portion to goodwill. The
   allocation of the aggregate purchase price reflected in the pro forma
   financial statements is preliminary. The actual purchase adjustment to
   reflect the fair values of the assets acquired and liabilities assumed will
   be based upon management's evaluation of such assets and liabilities and,
   accordingly , the adjustments that have been included in the pro forma
   financial statements may be subject to change. Such allocation may differ
   significantly from the preliminary allocation included herein.

   The accompanying unaudited pro forma financial statements as at and for the
   six months ended June 30, 2002, have been prepared by the Corporation's
   management based on the unaudited consolidated financial statements of the
   Corporation, TVX and Echo Bay, both as at and for the six months ended June
   30, 2002. The unaudited pro forma statement of operations for the year ended
   December 31, 2001 has been prepared by management based on the audited
   consolidated statements of operations of the Corporation, TVX and Echo Bay
   for the year ended December 31, 2001. The pro forma financial statements are
   presented as if the business combination had occurred on June 30, 2002 in
   respect of the pro forma consolidated balance sheet and on January 1, 2001 in
   respect of the pro forma consolidated statements of operations. The pro forma
   financial statements have been reclassified to reflect classifications
   consistent with the presentation adopted by the Corporation (Note 2).

   Accounting policies used in the preparation of the pro forma statements are
   those disclosed in the Corporation's consolidated financial statements. The
   financial statements of the Corporation, TVX and Echo Bay have been prepared
   in accordance with Canadian Generally Accepted Accounting Principles
   ("Canadian GAAP"). Accordingly, the pro forma adjustments include only those
   adjustments necessary to conform the TVX and Echo Bay financial statements to
   the accounting policies used by the Corporation in the preparation of its
   consolidated financial statements in accordance with Canadian GAAP. In the
   opinion of management of the Corporation, these pro forma financial
   statements include all adjustments necessary for a fair presentation
   applicable to the preparation of pro forma financial statements.

   The pro forma financial statements are not necessarily indicative either of
   the results that actually would have been achieved if the transactions
   reflected therein had been completed on the dates indicated or the results
   which may be obtained in the future. In preparing these pro forma financial
   statements, other than described in Note 2 below, no adjustments have been
   made to reflect transactions which have occurred since the dates indicated or
   the operating synergies and general and administrative cost savings expected
   to result from combining the operations of the Corporation, TVX and Echo Bay.

   The pro forma financial statements should be read in conjunction with the
   description of the Combination of the Corporation, TVX and Echo Bay in this
   information circular, the audited consolidated financial statements of the
   Corporation as at and for the year ended December 31, 2001 and notes thereto,
   and the unaudited consolidated financial statements of the Corporation as at
   and for the six months ended June 30, 2002 and notes thereto attached in this
   circular. In addition, the audited consolidated financial statements of TVX
   and Echo Bay as at and for the year ended December 31, 2001, and notes
   thereto, and the unaudited consolidated financial statements of TVX and Echo
   Bay as at and for the six months ended June 30, 2002, and notes thereto, are
   contained elsewhere in this circular.

2.  PRO FORMA ASSUMPTIONS AND ADJUSTMENTS

   The pro forma financial statements incorporate the following assumptions:

   -- The business combination had occurred immediately prior to the proposed
      one for three consolidation of Kinross shares.

   -- Completion of the transactions contemplated by the Combination Agreement,
      as more fully described elsewhere herein, resulting in the combination of
      the businesses of the Corporation, TVX and Echo Bay.

   -- Approval of the combination by the shareholders of the Corporation, TVX
      and Echo Bay.

   -- Completion of the acquisition of the Newmont interest in the TVX Newmont
      Americas joint venture.

   In respect of TVX and Echo Bay, certain adjustments as described more fully
   in 2.13, 2.14 and 2.15 below, are required to achieve conformity with the
   accounting methods used by the Corporation and ultimately by the combined
   companies. These pro forma financial statements give effect to the above
   assumptions and the following adjustments:

   All common share information presented for TVX is after the one for ten
   consolidation which became effective June 30, 2002.

   Transactions Giving Effect to the Business Combination and Agreements Related
   Thereto

                                       F-6


2.1 TO ACCOUNT FOR THE ACQUISITION OF TVX.




                                                                      IN MILLIONS
                                                                   EXCEPT SHARE PRICE
                                                                  AND NUMBER OF SHARES
                                                                     ACQUISITION OF
                                                                      100% OF TVX
                                                                  --------------------
                                                               
    Calculation of preliminary allocation of purchase price:
    Common shares of the Corporation to be issued to the TVX
      shareholders..............................................       280,012,545
    The average closing market price of the Corporation's shares
      over the four trading days from June 6 through June 11,
      2002......................................................      $       2.38
                                                                      ------------
    Fair value of the Corporation's common stock issued.........      $      666.4
    Plus -- fair value of TVX warrants and options to be assumed
      by the Corporation (100% vested)..........................               8.8
                                                                      ------------
    Total purchase price........................................             675.2
    Plus -- fair value of liabilities assumed by the
      Corporation:
      Accounts payable and accrued liabilities..................              22.8
      Current portion of site restoration accruals..............               2.9
      Long-term debt (including current portion)................               6.6
      Site restoration obligations..............................              59.0
      Other long-term liabilities...............................              13.6
      Future income tax liabilities.............................              20.0
      Minority interest and participation rights................             180.0
    Less -- fair value of assets acquired by the Corporation:
      Cash......................................................            (117.0)
      Short-term investments....................................              (1.9)
      Accounts receivable.......................................             (24.3)
      Inventories...............................................             (21.8)
      Property, plant and equipment.............................            (399.2)
      Purchased put options.....................................              (2.4)
      Future income tax assets..................................             (12.4)
      Deferred charges..........................................              (1.8)
      Other non-current assets..................................             (13.4)
                                                                      ------------
    Residual purchase price allocated to non-amortizable
      goodwill..................................................      $      385.9
                                                                      ============



2.2 TO ACCOUNT FOR THE ACQUISITION OF ECHO BAY.




                                                                      IN MILLIONS
                                                                   EXCEPT SHARE PRICE
                                                                  AND NUMBER OF SHARES
                                                                     ACQUISITION OF
                                                                    100% OF ECHO BAY
                                                                  --------------------
                                                               
    Calculation of preliminary allocation of purchase price:
    Common shares of the Corporation to be issued to the Echo
      Bay shareholders..........................................       281,459,555
    The average closing market price of the Corporation's shares
      over the four trading days from June 6 through June 11,
      2002......................................................      $       2.38
                                                                      ------------
    Fair value of the Corporation's common stock issued.........      $      669.9
    Plus -- fair value of Echo Bay warrants and options to be
      assumed by the Corporation (100% vested)..................              20.5
                                                                      ------------
    Total purchase price........................................             690.4
    Plus -- fair value of liabilities assumed by the
      Corporation:
      Accounts payable and accrued liabilities..................              25.6
      Current portion of site restoration accruals..............               3.0
      Site restoration obligations..............................              73.7
      Commodity derivative contracts............................               2.4
      Future income tax liabilities.............................               1.0
    Less -- fair value of assets acquired by the Corporation:
      Cash......................................................             (16.6)
      Short-term investments....................................             (14.4)
      Interest and accounts receivable..........................              (6.4)
      Inventories...............................................             (31.5)
      Property, plant and equipment.............................            (241.0)
      Other non-current assets..................................             (11.7)
                                                                      ------------
    Residual purchase price allocated to non-amortizable
      goodwill..................................................      $      474.5
                                                                      ============



                                       F-7



2.3 To record the estimated costs of $28.0 million associated with the
    transaction (including severance costs), which is included in the cost of
    the acquisition resulting in additional goodwill.


2.4 To account for the acquisition of Newmont's ownership interest in the TVX
    Newmont Americas Joint Venture for $90.0 million cash and a $90.0 million
    note.

2.5 To record future tax liabilities of $31.5 million associated with the pro
    forma adjustments resulting from the impact of the purchase accounting of
    the acquisitions described in 2.1 and 2.2 above.

2.6 To eliminate the Corporation's 10.6% ownership interest in Echo Bay valued
    at $70.7 million.

2.7 To increase interest expense by $13.5 million for the year ended December
    31, 2001 and $6.8 million for the six months ended June 30, 2002 as a result
    of the net increase in outstanding indebtedness described in 2.4.

2.8 To reduce interest income by $4.7 million for the year ended December 31,
    2001 and $1.2 million for the six months ended June 30, 2002 to reflect the
    net change in cash resources arising from the expenditure described in 2.3
    and the acquisition described in 2.4.

2.9 To reduce minority interest and participation rights by $10.0 million for
    the year ended December 31, 2001 and $3.7 million for the six months ended
    June 30, 2002 as a consequence of the acquisition of Newmont's interest in
    the TVX Newmont Americas Joint Venture described in 2.4.

2.10 To increase depreciation, depletion and amortization expense by $32.0
     million for the year ended December 31, 2001 and $17.9 million for the six
     months ended June 30, 2002 as a result of the preliminary allocation of the
     purchase price of the acquisitions described in 2.1. 2.2 and 2.4. The
     revised depreciation, depletion and amortization are computed on a unit of
     production basis , based on the Corporation's accounting policies and the
     estimated mine lives.


2.11 To reduce mining revenue by $23.2 million and increase operating costs by
     $2.8 million for the year ended December 31, 2001, and to reduce revenue by
     $19.9 million for the six months ended June 30, 2002 to reflect the
     elimination of deferred gains and losses on pro forma operations.


2.12 To reduce mining revenue, operating costs and depreciation, depletion and
     amortization, by $59.2 million, $51.0 million and $12.6 million,
     respectively, for the year ended December 31, 2001, and to and to reduce
     mining revenue, operating costs and depreciation, depletion and
     amortization by $12.1 million, $13.5 million and $4.4 million, respectively
     for the six months ended June 30, 2002 to reflect the pro forma sale of the
     McCoy Cove mine to Newmont concurrent with the Combination.

Conforming Adjustments

2.13 To decrease Echo Bay operating costs by $6.1 million for the year ended
     December 31, 2001, and $0.6 million for the six months ended June 30, 2002
     to reflect the impact of expensing stripping costs as incurred, in
     accordance with the Corporation's accounting policies.

2.14 To increase TVX operating costs by $4.0 million and reduce amortization by
     $1.3 million for the year ended December 31, 2001, and increase operating
     costs by $1.7 million for the six months ended June 30, 2002 to reflect the
     impact of expensing stripping costs as incurred, in accordance with the
     Corporation's accounting policies.


2.15 To reclassify $17.5 million of restricted cash included in cash and cash
     equivalents reflected in the financial statements of TVX to conform to the
     Corporation's financial statement presentation.


3.  COMMON SHAREHOLDERS' EQUITY AND COMMON SHARES

   The components of the pro forma common shareholders' equity are:




                                                                                                        PRO FORMA     PRO FORMA
                                                              NOTES   KINROSS      TVX      ECHO BAY   ADJUSTMENTS   CONSOLIDATED
                                                              -----   --------   --------   --------   -----------   ------------
                                                                      (Note 1)   (Note 1)   (Note 1)    (Note 2)
                                                                                                   
    Common share capital....................................           $965.0     $641.2    $1,042.6          --       $2,230.6
                                                               2.1         --         --         --        666.4
                                                               2.1         --         --         --       (641.2)
                                                               2.2         --         --         --        669.9
                                                               2.2         --         --         --     (1,042.6)
                                                               2.6         --         --         --        (70.7)
    Common share purchase warrants and options..............               --         --         --           --           29.3
                                                               2.1         --         --         --          8.8
                                                               2.2         --         --         --         20.5
    Contributed surplus.....................................             12.9       36.3         --           --           12.9
                                                               2.1         --         --         --        (36.3)
    Equity component of convertible debentures..............            129.1         --         --           --          129.1
    Deficit.................................................           (739.6)    (454.1)    (867.6)          --         (739.6)
                                                               2.1         --         --         --        454.1
                                                               2.2         --         --         --        867.6
    Cumulative translation adjustments......................            (22.5)        --      (25.3)          --          (22.5)
                                                               2.2         --         --         --         25.3
                                                                       ------     ------    --------    --------       --------
                                                                       $344.9     $223.4    $ 149.7     $  921.8       $1,639.8
                                                                       ======     ======    ========    ========       ========



                                       F-8


   The number of pro forma common shares outstanding after giving effect to the
   transaction is:


                                                                          
    Kinross.....................................................                   358.3
    TVX shares converted to equivalent Kinross shares...........   43.1    6.50    280.0
    Echo Bay shares converted to equivalent Kinross shares......  541.3    0.52    281.5
    Echo Bay shares adjusted pursuant to 2.6....................  (57.1)   0.52    (29.7)
                                                                                   -----
                                                                                   890.1
                                                                                   =====


4.  ITEMS NOT ADJUSTED

   The pro forma statements do not give effect to operating efficiencies, cost
   savings and synergies that might result from the combination of the three
   corporations, including potential cost savings at the corporate level and
   potential synergies in exploration efforts.

5.  PER SHARE INFORMATION


   The pro forma net loss per common share in the amount of $0.45 ($1.35 after
   the one for three consolidation) for the year ended December 31, 2001 and in
   the amount of $0.21 ($0.63 after the one for three consolidation) for the six
   months ended June 30, 2002 has been calculated using the weighted average
   number of common shares of the Corporation outstanding during the year ended
   December 31, 2001 plus the additional common shares of the Corporation that
   will be issued to acquire TVX and Echo Bay. The number of additional shares
   was computed using the exchange ratios of 6.50 and 0.52, for TVX and Echo Bay
   respectively. The Convertible debenture equity increase and dividends on
   convertible preferred shares of a subsidiary of the Corporation have been
   deducted in arriving at the net loss for the year attributable to common
   shares on the pro forma statement of operations in the determination of per
   share data.





                                                                     SIX MONTHS
                                                                       ENDED        YEAR ENDED
                                                                      JUNE 30,     DECEMBER 31,
                                                                        2002           2001
                                                                    ------------   ------------
                                                                    (MILLIONS OF COMMON SHARES)
                                                                             
    Weighted average number of common shares of the Corporation
      outstanding during the period.............................       352.4          313.4
    Additional common shares issued to acquire TVX..............       280.0          280.0
    Additional common shares issued to acquire Echo Bay.........       251.8          251.8
                                                                       -----          -----
                                                                       884.2          845.2
                                                                       =====          =====



6.  RECONCILIATION OF UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
    FROM CANADIAN GAAP TO U.S. GAAP


   The tables below set out the material adjustments to pro forma consolidated
   net loss and shareholders' equity reflected in the unaudited pro forma
   consolidated financial information which would be required if U.S. GAAP had
   been applied. These tables should be read in conjunction with Note 20 of the
   Corporation's audited consolidated financial statements included in this
   circular and with Notes 17 and 15 of TVX's and Echo Bay's audited
   consolidated financial statements, respectively included in this circular.



               RECONCILIATION OF PRO FORMA CONSOLIDATED NET LOSS


                     (AMOUNTS IN MILLIONS OF U.S. DOLLARS)





                                                                    SIX MONTHS
                                                                       ENDED         YEAR ENDED
                                                                     JUNE 30,       DECEMBER 31,
                                                                       2002             2001
                                                                   -------------    ------------
                                                                              
    PRO FORMA NET LOSS UNDER CANADIAN GAAP......................      $ (43.3)        $(349.0)
    ADJUSTMENTS FOR:
      Write-down of property, plant and equipment under U.S.
        GAAP(a).................................................           --           (49.9)
      Reduction in depreciation, depletion and amortization
        under U.S. GAAP(a)......................................          4.8             8.9
      Increase in convertible debenture interest(b).............         (7.1)          (22.5)
      Recognition of exchange gains (losses) on convertible
        debentures(b)...........................................         (4.7)            6.3
      Change in market value of commodity and foreign exchange
        derivative contracts(c).................................          2.0            (8.4)
      Reclassification of realized earnings related to
        derivative contracts(f).................................          0.7            (3.1)
      Income tax recovery(e)....................................           --             3.7
      Minority interests and participation rights(d)............         (0.7)            2.1
      Kettle River exploration expense(g).......................           --            (2.2)
      Kettle River amortization expense(g)......................           --             2.1
      Premium on flow through shares issued(i)..................          0.5              --
      Gain (loss) on retirement of capital securities...........          5.5              --
                                                                      -------         -------
    PRO FORMA NET LOSS UNDER U.S. GAAP BEFORE EXTRAORDINARY
      ITEMS.....................................................        (42.3)         (412.0)
                                                                      -------         -------
      Gain (loss) on retirement of capital securities and gold
        linked notes(j).........................................       (137.8)           34.2
                                                                      -------         -------
    PRO FORMA NET LOSS UNDER U.S. GAAP..........................      $(180.1)        $(377.8)
                                                                      =======         =======



                                       F-9



         RECONCILIATION OF PRO FORMA CONSOLIDATED SHAREHOLDERS' EQUITY


                     (AMOUNTS IN MILLIONS OF U.S. DOLLARS)





                                                                     AS AT
                                                                    JUNE 30,
                                                                      2002
                                                                    --------
                                                                 
    PRO FORMA SHAREHOLDERS' EQUITY UNDER CANADIAN GAAP..........    $1,639.8
    ADJUSTMENTS FOR:
      Write-down of property, plant and equipment under U.S.
        GAAP (a)................................................       (60.5)
      Reduction in depreciation, depletion and amortization
        under U.S. GAAP (a).....................................        21.3
      Convertible debentures (b)................................      (104.3)
      Premium on flow through shares issued (i).................        (0.6)
      Unrealized gains on marketable securities and long term
        investments (h).........................................        62.2
      Change in market value of commodity and foreign exchange
        derivative contracts (c)................................       (19.3)
      Reclassification of realized earnings related to
        derivative contracts (c)................................         7.1
                                                                    --------
    PRO FORMA SHAREHOLDERS' EQUITY UNDER U.S. GAAP..............    $1,545.7
                                                                    ========




    (a) In connection with an impairment evaluation, property, plant and
        equipment was written down to the fair value for the year ended December
        31, 2001. The adjustment of $49.9 million to the net loss in the year
        ended December 31, 2001 comprises an increase to the write down of $51.2
        million for TVX and a reduction in the write down of $1.3 million for
        Echo Bay. GAAP differences arise from the requirement to discount future
        cash flows from impaired properties under U.S. GAAP and from using
        proven and probable reserves only. Under Canadian GAAP, future cash
        flows from impaired properties are not discounted and reserves are
        calculated to include current proven and probable reserves plus mineral
        resources expected to be converted to proven and probable reserves. The
        decrease to shareholders' equity of $60.5 million arises from applying
        the U.S. GAAP approach to write downs recognized by Kinross prior to
        January 1, 2001.



      Under U.S. GAAP, depreciation, depletion and amortization would be reduced
      accordingly, as capitalized costs are amortized over proven and probable
      reserves only. The adjustment to the net loss comprises $3.4 million and
      $1.4 million in the six months ended June 30, 2002 and $6.1 million and
      $2.8 million in the year ended December 31, 2001 for Kinross and TVX
      respectively. The adjustment of $21.3 million to shareholders' equity
      represents the cumulative difference created by applying this policy to
      Kinross' property, plant and equipment at June 30, 2002.



    (b) Under Canadian GAAP, convertible debentures are accounted for in
        accordance with their substance and, as such, are presented in the
        financial statements in accordance with their liability and equity
        component parts. Under U.S. GAAP, the entire principal amount of
        convertible debentures is treated as debt with interest expense based on
        the coupon rate of 5.5%. Adjustment to net loss to account for the
        interest expense amounted to $7.1 million of which $2.5 million and $4.6
        million relates to Kinross and Echo Bay, respectively, for the six
        months ended June 30, 2002. The increased interest expense amounted to
        $22.5 million of which $4.1 million, $17.3 million and $1.1 million
        relates to Kinross, Echo Bay and TVX, respectively, for in the year
        ended December 31, 2001.



      In addition, under Canadian GAAP (prior to January 1, 2002), the
      unrealized foreign exchange gains and losses on the Canadian dollar
      denominated debentures are deferred and amortized over the term of the
      debentures. Effective January 1, 2002, Canadian GAAP no longer permits the
      deferral of unrealized foreign exchange gains and losses on the debt
      component of the debentures. Under U.S. GAAP, these gains and losses are
      recognized in income along with exchange gains and losses related to the
      portion of the convertible debentures included in equity under Canadian
      GAAP. Adjustments to the net loss, to recognize the unrealized exchange
      gains and (losses) amounts in Kinross are $(4.7) million and $6.3 million
      for the six months ended June 30, 2002 and the year ended December 31,
      2001, respectively.



      The adjustment of $104.3 million to the shareholders' equity relates to
      Kinross.



    (c) On January 1, 2001 FASB Statement No. 133, "Accounting for Derivative
        Instruments and Hedging Activities" (SFAS 133), and the corresponding
        amendments under FASB Statement No. 138 (SFAS 138) were adopted. SFAS
        133 requires that all derivative financial instruments be recognized in
        the financial statements and measured at fair value regardless of the
        purpose or intent for holding them. Changes in the fair value of
        derivative financial instruments are either recognized periodically in
        income or shareholders' equity (as a component of other comprehensive
        income), depending on whether the derivative is being used to hedge
        changes in fair value or cash flows. SFAS 138 amends certain provisions
        of SFAS 133 to clarify four areas causing difficulties in
        implementation.



      For derivatives designated as cash flow hedges, the effective portions of
      changes in fair value of the derivative are reported in other
      comprehensive income and are subsequently reclassified into other income
      when the hedged item affects other income. Changes in fair value of the
      derivative instruments used as economic instruments and ineffective
      portions of hedges are recognized in other income in the period incurred.
      The decrease to the net loss of $2.0 million comprises an increase in fair
      value of derivative financial instruments of $6.5 million in respect of
      Kinross and a decrease in fair value of $3.5 million and $1.0 million for
      TVX and Echo Bay, respectively, in the six months ended June 30, 2002
      whereas the adjustment of $8.4 million in the year ended December 31, 2001
      comprises of $3.6 million, $0.8 million and $4.0 million for Kinross, TVX
      and Echo Bay, respectively.



      At June 30, 2002, $19.3 million of other comprehensive loss would have
      been recognized and $7.1 million of deferred revenue would have been
      reclassified as other comprehensive income ($4.5 million) and as a
      decrease to the deficit ($2.6 million) under U.S. GAAP in respect of
      Kinross derivative financial instruments.



    (d)  The effect of adjustments on minority interests and participation
         rights made to TVX Gold Inc.'s financial statements to comply with U.S.
         GAAP.


                                       F-10



    (e)  To account for the tax impact of adjustments made by TVX to comply with
         U.S. GAAP. Effective January 1, 2000, the liability method of
         accounting for income taxes was adopted for Canadian GAAP.



    (f)   In accordance with Canadian GAAP, certain long-term foreign exchange
          contracts are considered to be hedges of the cost of goods to be
          purchased in foreign currencies in future periods. Gains and losses
          related to changes in market values of such contracts are recognized
          as a component of the cost of goods when the related hedged purchases
          occur. Under U.S. GAAP, foreign exchange contracts would be carried at
          market value and changes included in current earnings.



      The reduction in net loss of $0.7 million relates to Echo Bay for the six
      months ended June 30, 2002. The increase of $3.1 million to the net loss
      for the year ended December 31, 2001 comprises $0.3 million and $2.8
      million that relate to Kinross and Echo Bay, respectively.



    (g)  In accordance with Canadian GAAP, capitalized mine development costs
         include expenditures incurred to develop new ore bodies, to define
         further resources in existing ore bodies and to expand the capacity of
         operating mines. Under U.S. GAAP development costs are capitalized only
         when converting mineralized material to reserves or for further
         delineation of existing reserves. The development expenditures resulted
         in additions to mineralized material but did not add to mineral
         reserves. Therefore under U.S. GAAP, the expenditures would be
         classified as exploration expense. The adjustments of $2.1 million and
         $2.2 million to the net loss in the year ended December 31, 2001 relate
         to Echo Bay regarding the Kettle River mine.



    (h)  Under Canadian GAAP, unrealized gains (losses) on long-term investments
         and marketable securities are not recorded. Under U.S. GAAP, unrealized
         gains (losses) on long-term investments and marketable securities that
         are classified as available for sale are charged to comprehensive
         income or loss in the current period. The adjustment of $62.2 million
         as at June 30, 2002 represents the cumulative adjustment required to
         comply with U.S. GAAP and relates to Kinross.



    (i)   Under Canadian income tax legislation, a company is permitted to issue
          shares whereby the company agrees to incur qualifying expenditures and
          renounce the related income tax deductions to the investors. For U.S.
          GAAP, the premium paid in excess of the market value is credited to
          other liabilities and included in income over the period in which the
          Company incurs the qualified expenditures. The adjustment made to
          income accordingly to comply with U.S. GAAP amounts to $0.5 million in
          the six month period ended June 30, 2002 and relates to Kinross.



    (j)   In accordance with Canadian GAAP, the loss on the retirement of
          capital securities was recorded proportionately between interest
          expense and deficit based on the debt and equity classifications of
          the capital securities. Under U.S. GAAP, the entire net loss of $137.8
          million relating to Echo Bay would be recorded as an extraordinary
          expense item in 2002.



         In accordance with Canadian GAAP, the gain on the conversion of the
         Gold linked convertible notes of TVX was recorded as contributed
         surplus. Under U.S. GAAP, this gain of $34.2 million would be recorded
         as an extraordinary gain in 2001.


                                       F-11



                            KINROSS GOLD CORPORATION



                          INTERIM FINANCIAL STATEMENTS



                          CONSOLIDATED BALANCE SHEETS

              (expressed in millions of U.S. dollars) (unaudited)




                                                                AS AT         AS AT
                                                              JUNE 30,     DECEMBER 31,
                                                                2002           2001
                                                              ---------    ------------
                                                                            (RESTATED-
                                                                             NOTE 2)
                                                                     
                                        ASSETS
CURRENT ASSETS:
Cash and cash equivalents...................................   $  93.6       $  81.0
Restricted cash.............................................       4.4            --
Accounts receivable and other assets........................      18.4          13.8
Inventories.................................................      36.1          42.4
Marketable securities.......................................       0.3           1.5
                                                               -------       -------
                                                                 152.8         138.7
Property, plant and equipment (Note 4)......................     364.7         415.0
Long-term investments.......................................      13.2          12.9
Deferred charges and other assets...........................       9.4          11.0
                                                               -------       -------
                                                               $ 540.1       $ 577.6
                                                               =======       =======
                                      LIABILITIES
CURRENT LIABILITIES:
Accounts payable and accrued liabilities....................   $  31.9       $  31.0
Current portion of long-term debt...........................      20.6          33.1
Current portion of site restoration cost accruals...........      10.1          12.6
                                                               -------       -------
                                                                  62.6          76.7
Long-term debt..............................................      31.4          31.0
Site restoration cost accruals..............................      44.6          43.0
Future income and mining taxes..............................       3.5           3.3
Deferred revenue............................................       7.1           9.6
Other long-term liabilities.................................       6.2           6.0
Debt component of convertible debentures....................      24.9          26.0
Redeemable retractable preferred shares.....................       2.5           2.4
                                                               -------       -------
                                                                 182.8         198.0
                                                               -------       -------
Convertible preferred shares of subsidiary company (Note
  4)........................................................      12.4          48.0
                                                               -------       -------
COMMON SHAREHOLDERS' EQUITY
Common share capital........................................     965.0         945.7
Contributed surplus.........................................      12.9          12.9
Equity component of convertible debentures..................     129.1         124.8
Deficit.....................................................    (739.6)       (723.2)
Cumulative translation adjustments..........................     (22.5)        (28.6)
                                                               -------       -------
                                                                 344.9         331.6
                                                               -------       -------
                                                               $ 540.1       $ 577.6
                                                               =======       =======
CONTINGENCIES (Note 8)



                                       F-12



                            KINROSS GOLD CORPORATION



                          INTERIM FINANCIAL STATEMENTS



                     CONSOLIDATED STATEMENTS OF OPERATIONS

  (expressed in millions of U.S. dollars except per share amounts) (unaudited)




                                                             THREE MONTHS ENDED      SIX MONTHS ENDED
                                                                  JUNE 30,               JUNE 30,
                                                            --------------------   --------------------
                                                             2002        2001       2002        2001
                                                            -------   ----------   -------   ----------
                                                                      (RESTATED-             (RESTATED-
                                                                      NOTE 2)                NOTE 2)
                                                                                 
REVENUE
Mining revenue............................................  $  59.2     $ 70.7     $ 128.0     $134.8
Interest and other income.................................      6.5        2.9         7.7        5.4
Mark-to-market (loss) gain on call options................     (0.6)      (0.7)       (1.6)       2.4
                                                            -------     ------     -------     ------
                                                               65.1       72.9       134.1      142.6
                                                            -------     ------     -------     ------
EXPENSES
Operating.................................................     41.1       46.6        87.9       91.3
General and administrative................................      2.5        2.9         4.8        5.6
Exploration and business development......................      2.0        2.5         4.1        4.4
Depreciation, depletion and amortization..................     19.6       23.7        41.4       43.1
                                                            -------     ------     -------     ------
                                                               65.2       75.7       138.2      144.4
                                                            -------     ------     -------     ------
Loss before the undernoted................................     (0.1)      (2.8)       (4.1)      (1.8)
Gain on sale of assets....................................      1.2         --         1.5         --
Foreign exchange loss.....................................     (2.2)      (1.6)       (3.0)      (0.4)
Share in (loss) income of investee companies..............     (0.1)      (0.3)        0.2       (0.7)
Interest expense on long-term liabilities.................     (1.3)      (2.0)       (2.8)      (4.6)
                                                            -------     ------     -------     ------
Loss before taxes and dividends on convertible preferred
  shares of subsidiary company............................     (2.5)      (6.7)       (8.2)      (7.5)
Provision for income and mining taxes.....................     (1.6)       0.9        (3.0)      (0.1)
                                                            -------     ------     -------     ------
Loss for the period before dividends on convertible
  preferred shares of subsidiary company..................     (4.1)      (5.8)      (11.2)      (7.6)
Dividends on convertible preferred shares of subsidiary
  company.................................................     (0.2)      (1.7)       (1.0)      (3.4)
                                                            -------     ------     -------     ------
Net loss for the period...................................     (4.3)      (7.5)      (12.2)     (11.0)
Increase in equity component of convertible debentures....     (2.1)      (1.9)       (4.2)      (3.8)
                                                            -------     ------     -------     ------
Net loss attributable to common shares....................  $  (6.4)    $ (9.4)    $ (16.4)    $(14.8)
                                                            =======     ======     =======     ======
NET LOSS PER SHARE
Basic and diluted.........................................  $ (0.02)    $(0.03)    $ (0.05)    $(0.05)
Weighted average number common shares outstanding.........    358.1      301.2       352.4      301.1
Total outstanding and issued common shares at June 30.....                           358.3      301.7



                                       F-13



                            KINROSS GOLD CORPORATION



                          INTERIM FINANCIAL STATEMENTS



             CONSOLIDATED STATEMENT OF COMMON SHAREHOLDERS' EQUITY


                     FOR THE SIX MONTHS ENDED JUNE 30, 2002
              (expressed in millions of U.S. dollars) (unaudited)



                                                                                     CUMULATIVE
                                      COMMON   CONTRIBUTED   CONVERTIBLE             TRANSLATION
                                      SHARES     SURPLUS     DEBENTURES    DEFICIT   ADJUSTMENTS   TOTAL
                                      ------   -----------   -----------   -------   -----------   ------
                                                                                 
BALANCE, DECEMBER 31, 2001..........  $945.7     $ 12.9        $124.8      $(723.2)    $(28.6)     $331.6
Issuance of common shares...........   19.3          --            --           --         --        19.3
Increase in equity component of
  convertible debentures............     --          --           4.3         (4.2)        --         0.1
Net loss for the period.............     --          --            --        (12.2)        --       (12.2)
Cumulative translation
  adjustments.......................     --          --            --           --        6.1         6.1
                                      ------     ------        ------      -------     ------      ------
BALANCE, JUNE 30, 2002..............  $965.0     $ 12.9        $129.1      $(739.6)    $(22.5)     $344.9
                                      ======     ======        ======      =======     ======      ======


                                       F-14



                            KINROSS GOLD CORPORATION



                          INTERIM FINANCIAL STATEMENTS



                     CONSOLIDATED STATEMENTS OF CASH FLOWS

              (expressed in millions of U.S. dollars) (unaudited)




                                                             THREE MONTHS ENDED      SIX MONTHS ENDED
                                                                  JUNE 30,               JUNE 30,
                                                             -------------------    -------------------
                                                              2002       2001        2002       2001
                                                             ------    ---------    ------    ---------
                                                                       (RESTATED              (RESTATED
                                                                        NOTE 2)                NOTE 2)
                                                                                  
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
  ACTIVITIES:
OPERATING:
Loss for the period before dividends on convertible
  preferred shares of subsidiary company...................  $ (4.1)    $ (5.8)     $(11.2)    $ (7.6)
Items not affecting cash:
  Depreciation, depletion and amortization.................    19.6       23.7        41.4       43.1
  Deferred revenue realized................................    (1.2)      (4.8)       (2.5)      (8.2)
  Site restoration cost accruals...........................     0.7        0.4         1.5        0.8
  Other....................................................     0.4        1.8          --        0.8
                                                             ------     ------      ------     ------
                                                               15.4       15.3        29.2       28.9
Proceeds on restructuring of gold forward sale contracts...      --         --          --       21.1
Site restoration cash expenditures.........................    (1.5)      (1.4)       (2.6)      (2.6)
Changes in non-cash working capital items
  Accounts receivable......................................    (5.6)       4.3        (1.0)       1.7
  Inventories..............................................     2.1        4.4         3.6        4.7
  Marketable securities....................................     1.0         --         2.5         --
  Accounts payable and accrued liabilities.................    (1.9)      (8.9)       (2.7)      (6.8)
Effect of exchange rate changes on cash....................     1.6       (0.3)        2.0       (0.9)
                                                             ------     ------      ------     ------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES...............    11.1       13.4        31.0       46.1
                                                             ------     ------      ------     ------
FINANCING:
  Issuance of common shares................................     0.3        0.3        19.3        0.5
  Acquisition of preferred shares of subsidiary company....    (0.3)        --       (11.4)        --
  Reduction of debt component of convertible debentures....    (1.2)      (1.4)       (2.5)      (2.7)
  Repayment of debt........................................    (1.7)     (11.8)      (12.2)     (36.1)
                                                             ------     ------      ------     ------
CASH FLOW USED IN FINANCING ACTIVITIES.....................    (2.9)     (12.9)       (6.8)     (38.3)
                                                             ------     ------      ------     ------
INVESTING:
  Additions to property, plant and equipment...............    (6.1)      (4.6)       (9.2)     (16.1)
  Long-term investments and other assets...................     1.9       (0.7)        1.9       (2.4)
  Proceeds from the sale of property, plant and
     equipment.............................................      --        0.4         0.1        1.4
  (Increase) decrease in restricted cash...................    (0.4)        --        (4.4)       2.9
                                                             ------     ------      ------     ------
CASH FLOW USED IN INVESTING ACTIVITIES.....................    (4.6)      (4.9)      (11.6)     (14.2)
                                                             ------     ------      ------     ------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...........     3.6       (4.4)       12.6       (6.4)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.............    90.0       75.8        81.0       77.8
                                                             ------     ------      ------     ------
CASH AND CASH EQUIVALENTS, END OF PERIOD...................  $ 93.6     $ 71.4      $ 93.6     $ 71.4
                                                             ======     ======      ======     ======
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for: Interest....................................  $  3.4     $  5.6      $  4.0     $  6.9
               Taxes.......................................  $  0.9     $  0.3      $  1.3     $  0.9



                                       F-15


                            KINROSS GOLD CORPORATION

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.  BASIS OF PRESENTATION

   The interim consolidated financial statements (the "financial statements") of
   Kinross Gold Corporation (the "Company") have been prepared in accordance
   with the accounting principles and methods of application disclosed in the
   consolidated financial statements for the year ended December 31, 2001,
   except for those indicated below.

   The accompanying interim unaudited consolidated financial statements include
   all adjustments that are, in the opinion of management, necessary for a fair
   presentation. These financial statements do not include all disclosures
   required by Canadian Generally Accepted Accounting Principles for annual
   financial statements and accordingly the financial statements should be read
   in conjunction with the financial statements and notes thereto contained in
   the Company's annual report for the year ended December 31, 2001

2.  NEW PRONOUNCEMENTS

   Effective January 1, 2002, the Company adopted the new Canadian Institute of
   Chartered Accountants ("CICA") recommendations for foreign currency
   translation. This standard eliminates the practice of deferring and
   amortizing unrealized translation gains and losses on foreign currency
   denominated monetary items that have a fixed or ascertainable life extending
   beyond the end of the fiscal year following the current reporting period.
   Foreign exchange gains and losses arising on translation of these monetary
   items are now included in the determination of current period losses. The
   Company previously had unrealized foreign exchange gains and losses on
   converting the debt component of Canadian dollar dominated convertible
   debentures to U.S. dollars. In addition, the Canadian dollar denominated
   redeemable retractable preferred shares were translated to U.S. dollars at
   the historical rate on the date of issue. The adoption of this new standard
   has been applied retroactively with prior year comparative amounts restated.
   The effects on the consolidated financial statements are as follows:



    CHANGE IN STATEMENT OF OPERATIONS AND DEFICIT AMOUNTS:
    ------------------------------------------------------        ------------
                                                                  ($ millions)
                                                               
    Increase in foreign exchange gain for the six months ended
      June 30, 2001.............................................       0.1
    Decrease in net loss for the six months ended June 30,
      2001......................................................       0.1
    Decrease in deficit -- December 31, 2000....................       2.2
    Decrease in deficit -- December 31, 2001....................       2.8


3.  FINANCIAL INSTRUMENTS

   The Company manages its exposure to fluctuations in commodity prices, foreign
   exchange rates and interest rates by entering into derivative financial
   instrument contracts in accordance with the formal risk management policy
   approved by the Company's Board of Directors. The Company does not hold or
   issue derivative contracts for speculative or trading purposes.

   Realized and unrealized gains or losses on derivative contracts, that qualify
   for hedge accounting, are deferred and recorded in income when the underlying
   hedged transaction is recognized. Gains on the early settlement of gold
   hedging contracts are recorded as deferred revenue on the balance sheet and
   included in income over the original delivery schedule of the hedged
   production.

   Premiums received at the inception of written call options are recorded as a
   liability. Changes in the fair value of the liability are recognized
   currently in earnings. In the first half of 2002, the mark-to-market
   adjustments increased the liability by $1.6 million.

4.  ACQUISITION OF CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY

   During 2001, the Company acquired 945,400 convertible preferred shares of
   subsidiary company with a carrying value of $48.9 million in exchange for
   24,186,492 common shares of the Company valued at $23.2 million. The $25.7
   million difference in value associated with this transaction was applied
   against the carrying value of certain property, plant and equipment.

   The Company completed an equity offering in February, 2002, and issued
   23,000,000 common shares from treasury for gross proceeds before costs of the
   issue of $19.5 million. The majority of funds raised were used to complete a
   $16.00 per share cash tender offer for the Kinam Preferred Shares owned by
   nonaffiliated shareholders. On March 28, 2002, 652,992 Kinam Preferred Shares
   were tendered under the cash tender offer and after extending the offer an
   additional 17,730 Kinam Preferred Shares were tendered on April 4, 2002,
   leaving 223,878 or 12.2% of the issued and outstanding Kinam Preferred Shares
   held by non-affiliated shareholders. The Kinam Preferred Shares tendered had
   a book value of $36.5 million and were purchased by the Company for $10.7
   million ($11.4 million including costs of the tender offer). The $25.1
   million difference in value associated with these transactions was applied
   against the carrying value of certain property, plant and equipment.

5.  STOCK OPTIONS

   Effective January 1, 2002, the Company adopted the recommendations of the
   CICA for stock-based compensation and other stock-based payments. This
   recommendation establishes standards for the recognition, measurement and
   disclosure of stock-based compensation and other stock-based payments made in
   exchange for goods and services. The standard requires that all stock-based
   awards made to non-employees be measured and recognized using a fair value
   based method. The standard encourages the use of a fair value based method
   for all awards granted to employees, but only requires the use of a fair
   value based method for direct awards of stock, stock appreciation rights, and
   awards that call for

                                       F-16


    settlement in cash or other assets. Awards that the Company has the ability
    to settle in stock are recorded as equity, whereas awards that the Company
    is required to or has a practice of settling in cash are recorded as
    liabilities.

   The Company's stock option plan is described in note 14 of the consolidated
   financial statements for the year ended December 31, 2001. The Company has
   elected not to use the fair value method of accounting for stock options. As
   a result it does not recognize compensation expense nor the fair value of the
   options issued to its employees. No stock-based awards are made available to
   non-employees.

   Had compensation expense for the stock-based compensation plans been
   determined based upon the fair value method of accounting for awards granted
   on or after January 1, 2002, the pro forma net loss attributed to common
   shares would have amounted to $16.5 million and pro forma EPS would have
   remained at loss of $0.05 per share for the six month period ended June 30,
   2002. The fair value of the options granted during the six month period ended
   June 30, 2002 is estimated to be $0.1 million. The fair value of each option
   grant is estimated on the date of grant using the Black-Scholes option
   pricing model with the following weighted average assumptions used for grants
   in the six months period ended June 30, 2002: dividend yield of 0%, expected
   volatility of 63% risk-free interest rate of 4.7% and expected lives of 5
   years. The Company has not included those options outstanding on the date of
   adoption of this new recommendation in the calculation of its pro forma
   earnings per share for the period.

6.  SEGMENTED INFORMATION

   The Company operates five gold mines: Hoyle Pond, located in Ontario; Kubaka
   (54.7% ownership), located in Russia; Fort Knox, located in Alaska, United
   States; Blanket, located in Zimbabwe; and Refugio (50% ownership), located in
   Chile. As of December 31, 2001, the Company no longer consolidates the
   Zimbabwe operation as a result of the political situation in that country.
   See Note 15 to the 2001 Kinross Annual Report. In addition, the Company has
   an 85.9% interest in E-Crete, a producer of aerated concrete, several other
   gold mining assets in various stages of reclamation, closure, care and
   maintenance and development and two corporate offices in Canada and the
   United States. As the products and services in each of the reportable
   segments, except for the corporate activities, are essentially the same,
   reportable segments have been determined at the level where decisions are
   made on the allocation of resources and capital, and where complete internal
   financial statements are available.




                                                                 REPORTABLE OPERATING SEGMENTS                 CORPORATE
                                                    --------------------------------------------------------      AND
                                                    HOYLE   KUBAKA   FORT KNOX   BLANKET   REFUGIO   E-CRETE     OTHER     TOTAL
                                                    -----   ------   ---------   -------   -------   -------   ---------   ------
                                                                                                   
    As at June 30, 2002 and for the six months
      ended June 30, 2002:                                                                                            (b)
    Mining revenue................................  $29.9   $33.2     $ 63.0      $  --     $ 3.1     $  --      $(1.2)    $128.0
    Interest revenue..............................     --     0.1         --         --        --        --        0.6        0.7
    Interest expense..............................     --     0.2        0.9         --       0.1       0.2        1.4        2.8
    Depreciation, depletion and amortization......    8.7     9.8       23.3         --        --       0.8       (1.2)      41.4
    Segment profit (loss).........................    3.7     8.5      (13.4)        --       6.6      (2.2)     (13.1)      (9.9)
    Segment assets................................   86.2    61.7      300.0         --      12.9       8.2       71.1(a)   540.1
    Capital expenditures..........................    4.0     0.1        4.5         --        --       0.4        0.2        9.2
    As at June 30, 2001 and for the six months
      ended June 30, 2001:                                                                                            (b)
    Mining revenue................................  $19.8   $30.2     $ 55.8      $ 5.7     $13.0     $  --      $10.3     $134.8
    Interest revenue..............................     --     0.8         --        0.5       0.1        --        1.9        3.3
    Interest expense..............................     --     0.7        2.1         --        --       0.2        1.6        4.6
    Depreciation, depletion and amortization......    7.2    12.0       19.4        1.2        --       0.2        3.1       43.1
    Segment profit (loss).........................   (3.0)    1.7       (5.3)       0.2       1.8      (1.5)      (0.7)      (6.8)
    Segment assets................................   91.7    96.0      335.6       12.8      11.1       8.3       95.1(a)   650.6
    Capital expenditures..........................    4.4     0.4       10.3        0.2        --       0.4        0.4       16.1
    For the three months ended June 30, 2002:                                                                         (b)
    Mining revenue................................  $12.4   $18.0     $ 30.0      $  --     $ 0.9     $  --      $(2.1)    $ 59.2
    Interest revenue..............................     --     0.1         --         --        --        --        0.2        0.3
    Interest expense..............................     --     0.1        0.3         --       0.1       0.1        0.7        1.3
    Depreciation, depletion and amortization......    4.0     5.1       10.9         --        --       0.4       (0.8)      19.6
    Segment profit (loss).........................    0.4     5.0       (5.5)        --       5.6      (1.0)      (8.1)      (3.6)
    Capital expenditures..........................    2.3      --        3.5         --        --       0.2        0.1        6.1
    For the three months ended June 30, 2001:                                                                         (b)
    Mining revenue................................  $10.3   $16.0     $ 29.6      $ 3.1     $ 6.3     $  --      $ 5.4     $ 70.7
    Interest revenue..............................     --     0.4         --        0.3       0.1        --        1.2        1.8
    Interest expense..............................     --     0.3        0.9         --        --       0.1        0.7        2.0
    Depreciation, depletion and amortization......    3.7     6.5       11.2        0.6        --       0.1        1.6       23.7
    Segment profit (loss).........................   (1.0)    0.8       (3.2)       0.4       0.6      (0.8)      (3.2)      (6.4)
    Capital expenditures..........................    1.4     0.2        2.4        0.1        --       0.4        0.1        4.6



---------------

    (a)  includes $78.3 million (2001 -- $48.5 million) in cash and cash
         equivalents held at the Corporate level

    (b)  includes Corporate and other non core mining operations

                                       F-17


    RECONCILIATION OF REPORTABLE OPERATING SEGMENT (LOSS) PROFIT TO NET LOSS FOR
THE PERIOD:




                                                                  THREE MONTHS           SIX MONTHS
                                                                      ENDED                ENDED
                                                                    JUNE 30,              JUNE 30,
                                                                -----------------    ------------------
                                                                2002       2001       2002       2001
                                                                -----    --------    ------    --------
                                                                                   
Segment profit (loss).......................................    $ 4.5     $(3.2)     $  3.2     $ (6.1)
Add (deduct) items not included in segment (loss) profit:
Corporate and other.........................................     (8.1)     (3.2)      (13.1)      (0.7)
                                                                -----     -----      ------     ------
                                                                 (3.6)     (6.4)       (9.9)      (6.8)
Gain on sale of assets......................................      1.2        --         1.5         --
Share in income (loss) of investee companies................     (0.1)     (0.3)        0.2       (0.7)
(Provision for) recovery of income taxes....................     (1.6)      0.9        (3.0)      (0.1)
Dividends on convertible preferred shares of subsidiary
  company...................................................     (0.2)     (1.7)       (1.0)      (3.4)
                                                                -----     -----      ------     ------
Net loss for the period.....................................    $(4.3)    $(7.5)     $(12.2)    $(11.0)
                                                                =====     =====      ======     ======



    ENTERPRISE -- WIDE DISCLOSURE:
    GEOGRAPHIC INFORMATION:



                                                                                                       MINERAL
                                                                                                     PROPERTIES,
                                                                      MINING REVENUE                  PLANT AND
                                                           ------------------------------------       EQUIPMENT
                                                             THREE MONTHS         SIX MONTHS       ----------------
                                                            ENDED JUNE 30,      ENDED JUNE 30,      AS AT JUNE 30,
                                                           ----------------    ----------------    ----------------
                                                            2002      2001      2002      2001      2002      2001
                                                           ------    ------    ------    ------    ------    ------
                                                                                           
United States..........................................    $ 28.2    $ 33.5    $ 61.5    $ 63.5    $249.2    $329.0
Russia.................................................      18.0      15.8      33.2      30.0      20.9      43.0
Chile..................................................       0.9       6.3       3.1      13.4        --        --
Other..................................................        --       3.3        --       5.8       5.2      14.9
                                                           ------    ------    ------    ------    ------    ------
Total foreign..........................................      47.1      58.9      97.8     112.7     275.3     386.9
Canada.................................................      12.1      11.8      30.2      22.1      89.4      92.2
                                                           ------    ------    ------    ------    ------    ------
Total..................................................    $ 59.2    $ 70.7    $128.0    $134.8    $364.7    $479.1
                                                           ======    ======    ======    ======    ======    ======


7.  (LOSS) EARNINGS PER SHARE

   (Loss) earnings per share ("EPS") has been calculated using the weighted
   average number of shares outstanding during the period. Diluted EPS is
   calculated using the treasury stock method in 2001. The calculation of
   diluted earnings per share assumes that employee stock options were exercised
   at the beginning of the period, or time of issue, if later Employee stock
   options with an exercise price greater than the average market price of the
   common shares were not included in the calculation of diluted earnings per
   share as the effect is anti-dilutive. The average price of the common shares
   during the six month period was $1.52 (2001 - $0.62)



                                                                   2002       2001
                                                                  -------    -------
                                                                       
    Weighted average number of common shares outstanding at June
      30(th) (000's)............................................  352,426    301,151
    Add: Options, warrants and participating securities as if
      issued, exercised and outstanding at January 1st
    Options.....................................................    6,710      3,393
    Restricted shares...........................................        2         --
    Convertible debentures(a)...................................   14,651     14,651
    Redeemable retractable preferred shares(b)..................    3,175      3,175
    Convertible preferred shares of subsidiary company(c).......    1,086      8,926
                                                                  -------    -------
    Weighted average number of common shares used for diluted
      earnings per share........................................  378,050    331,296
                                                                  =======    =======


---------------

    (a)  Convertible debentures -- $128.9 million (Cdn. $195.8 million)
         principal issued and outstanding

    (b)  Redeemable retractable preferred shares -- 384,613 shares issued and
         outstanding

    (c)  Convertible preferred shares of subsidiary company -- 223,878 shares
         issued and outstanding to non-affiliated shareholders as at June 30,
         2002.

8.  CONTINGENCIES

   Binding arbitration has ruled in favour of Compania Minera Maricunga ("CMM")
   on claims against Fluor Daniel Chile Ingenieria y Construccion S.A., Fluor
   Daniel Corporation, and Fluor Daniel Wright Ltd. ("Fluor") for damages
   relating to the original construction of the Refugio gold mine in northern
   Chile. The arbitrator has concluded that Fluor was "grossly negligent" in
   certain aspects of the construction of the Refugio facilities and has
   determined a net award in favour of CMM for US$20 million plus interest
   accumulated from July 1999 for a net amount of $23.6 million. Fluor decided
   to contest the arbitrators ruling in the Chilean Appellate Court. Fluor has
   only contested the

                                       F-18


    "consequential damages" portion of the arbitrators ruling, which is
    approximately half of the net settlement. Oral and written arguments were
    presented to the Chilean Appellate Court on July 2, 2002. The appellate
    court is expected to render a decision within two months. The Company has
    recorded its proportionate share of the net award that is not being
    contested of approximately $5.5 million.

   In addition, there have been no further developments in the legal claims
   disclosed in the year end and the first quarter interim report to
   shareholders.

9.  2001 FIGURES

   Certain of the 2001 figures have been reclassified to conform to the 2002
   presentation.


10. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES



   The consolidated financial statements have been prepared in accordance with
   Canadian generally accepted accounting principles ("CDN GAAP") which differ
   from those principles that the company would have followed had its
   consolidated financial statements been prepared in accordance with generally
   accepted accounting principles in the United States ("U.S. GAAP").



   Material variations between financial statement items under CDN GAAP and the
   amounts determined using U.S. GAAP are as follows:



    CONSOLIDATED BALANCE SHEETS:




                                                                   DEFERRED         DEBT
                                                       PROPERTY,    CHARGES      COMPONENT
                             LONG-TERM    MARKETABLE   PLANT AND   AND OTHER   OF CONVERTIBLE      OTHER      DEFERRED
                            INVESTMENTS   SECURITIES   EQUIPMENT    ASSETS       DEBENTURES     LIABILITIES   REVENUE
                            -----------   ----------   ---------   ---------   --------------   -----------   --------
                                                                                         
    As at June 30, 2002
     under CDN GAAP.......     $13.2         $0.3       $364.7       $ 9.4         $ 24.9          $  --        $7.1
    Recognition of
     deferred exchange
     gains on convertible
     debentures(a)........        --           --           --          --             --             --          --
    Elimination of the
     effects of
     recognition of the
     equity component of
     convertible
     debentures(a)........        --           --           --        (0.4)         103.9             --          --
    Additional write-down
     of property, plant
     and equipment under
     U.S. GAAP(b).........        --           --        (60.5)         --             --             --          --
    Reduction in
     depreciation,
     depletion and
     amortization under
     U.S. GAAP(b).........        --           --         21.3          --             --             --          --
    Reversal of 1991
     deficit
     elimination(c).......        --           --           --          --             --             --          --
    Unrealized gains on
     marketable securities
     and long-term
     investments(d).......      62.0          0.2           --          --             --             --          --
    Adoption of SFAS
     133(e)...............        --           --           --          --             --           19.3        (7.1)
    Premium on
     flow-through shares
     issued(f)............        --           --           --          --             --            0.6          --
                               -----         ----       ------       -----         ------          -----        ----
    As at June 30, 2002
     under U.S. GAAP......     $75.2         $0.5       $325.5       $ 9.0         $128.8          $19.9        $ --
                               =====         ====       ======       =====         ======          =====        ====


                                EQUITY
                              COMPONENT                COMMON        OTHER
                            OF CONVERTIBLE              SHARE    COMPREHENSIVE
                              DEBENTURES     DEFICIT   CAPITAL      INCOME
                            --------------   -------   -------   -------------
                                                     
    As at June 30, 2002
     under CDN GAAP.......      $129.1       $(739.6)  $965.0       $   --
    Recognition of
     deferred exchange
     gains on convertible
     debentures(a)........       (15.5)         15.5       --           --
    Elimination of the
     effects of
     recognition of the
     equity component of
     convertible
     debentures(a)........      (113.6)          9.3       --           --
    Additional write-down
     of property, plant
     and equipment under
     U.S. GAAP(b).........          --         (60.5)      --           --
    Reduction in
     depreciation,
     depletion and
     amortization under
     U.S. GAAP(b).........          --          21.3       --           --
    Reversal of 1991
     deficit
     elimination(c).......          --          (5.3)     5.3           --
    Unrealized gains on
     marketable securities
     and long-term
     investments(d).......          --            --       --         62.2
    Adoption of SFAS
     133(e)...............          --           2.6       --        (14.8)
    Premium on
     flow-through shares
     issued(f)............          --           0.5     (1.1)          --
                                ------       -------   ------       ------
    As at June 30, 2002
     under U.S. GAAP......      $   --       $(756.2)  $969.2       $ 47.4
                                ======       =======   ======       ======



                                       F-19




                                                                   DEFERRED         DEBT
                                                       PROPERTY,    CHARGES      COMPONENT
                             LONG-TERM    MARKETABLE   PLANT AND   AND OTHER   OF CONVERTIBLE      OTHER      DEFERRED
                            INVESTMENTS   SECURITIES   EQUIPMENT    ASSETS       DEBENTURES     LIABILITIES   REVENUE
                            -----------   ----------   ---------   ---------   --------------   -----------   --------
                                                                                         
    As at December 31,
     2001 under CDN GAAP
     (restated note 2)....     $12.9         $1.5       $415.0       $11.0         $ 26.0          $ --         $9.6
    Recognition of
     deferred exchange
     gains on convertible
     debentures(a)........        --           --           --          --             --            --           --
    Elimination of the
     effects of
     recognition of the
     equity component of
     convertible
     debentures(a)........        --           --           --         0.5           96.8            --           --
    Additional write-down
     of property, plant
     and equipment under
     U.S. GAAP(b).........        --           --        (60.5)         --             --            --           --
    Reduction in
     depreciation,
     depletion and
     amortization under
     U.S. GAAP(b).........        --           --         17.9          --             --            --           --
    Reversal of 1991
     deficit
     elimination(c).......        --           --           --          --             --            --           --
    Unrealized gains on
     marketable securities
     and long-term
     investments(d).......       4.6          0.3           --          --             --            --           --
    Adoption of SFAS
     133(e)...............        --           --           --          --             --           4.6         (9.6)
    Premium on
     flow-through shares
     issued(f)............        --           --           --          --             --           1.1           --
                               -----         ----       ------       -----         ------          ----         ----
    As at December 31,
     2001 under U.S.
     GAAP.................     $17.5         $1.8       $372.4       $11.5         $122.8          $5.7         $ --
                               =====         ====       ======       =====         ======          ====         ====


                                EQUITY
                              COMPONENT                COMMON        OTHER
                            OF CONVERTIBLE              SHARE    COMPREHENSIVE
                              DEBENTURES     DEFICIT   CAPITAL      INCOME
                            --------------   -------   -------   -------------
                                                     
    As at December 31,
     2001 under CDN GAAP
     (restated note 2)....      $124.8       $(723.2)  $945.7        $  --
    Recognition of
     deferred exchange
     gains on convertible
     debentures(a)........       (18.1)         18.1       --           --
    Elimination of the
     effects of
     recognition of the
     equity component of
     convertible
     debentures(a)........      (106.7)         10.4       --           --
    Additional write-down
     of property, plant
     and equipment under
     U.S. GAAP(b).........          --         (60.5)      --           --
    Reduction in
     depreciation,
     depletion and
     amortization under
     U.S. GAAP(b).........          --          17.9       --           --
    Reversal of 1991
     deficit
     elimination(c).......          --          (5.3)     5.3           --
    Unrealized gains on
     marketable securities
     and long-term
     investments(d).......          --            --       --          4.9
    Adoption of SFAS
     133(e)...............          --          (3.9)      --          8.9
    Premium on
     flow-through shares
     issued(f)............          --            --     (1.1)          --
                                ------       -------   ------        -----
    As at December 31,
     2001 under U.S.
     GAAP.................      $   --       $(746.5)  $949.9        $13.8
                                ======       =======   ======        =====




    CONSOLIDATED STATEMENTS OF OPERATIONS





                                                                     SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                  ----------------------
                                                                    2002         2001
                                                                  ---------    ---------
                                                                               (RESTATED
                                                                                NOTE 2)
                                                                         
    Net loss for the period under CDN GAAP......................   $(12.2)      $(11.0)
    Adjustments:
    Reduction in depreciation, depletion and amortization under
      U.S. GAAP(b)..............................................      3.4          3.0
    Increase in convertible debenture interest(a)...............     (2.5)        (2.7)
    Recognition of exchange gains (losses) on convertible
      debentures(a).............................................     (4.7)         1.5
    Change in fair value of derivatives under SFAS 133(e).......      6.5         13.1
    Flow through share premium included in income(f)............      0.5           --
                                                                   ------       ------
    Net (loss) income for the year under U.S. GAAP..............   $ (9.0)      $  3.9
                                                                   ======       ======
    Basic (loss) earnings per common share under U.S. GAAP......   $(0.03)      $ 0.01
    Diluted (loss) earnings per common share under U.S. GAAP....      n/a          n/a
    Effect of U.S. GAAP adjustments on basic (loss) earnings per
      common share..............................................   $ 0.02       $ 0.06




   Statement of Operations Presentation: Revenue would exclude the items
   "interest and other income" and "mark to market gain (loss) on call options".
   Accordingly, "mining revenue" would be the only category presented within
   revenue on the statement of operations under U.S. GAAP.



   For U.S. GAAP presentation purposes, the measure "loss before the undernoted"
   is not a recognized term and would therefore not be presented.



   The following table reconciles "loss before the undernoted" to "loss from
   operations" but does not include the U.S. GAAP adjustments outlined above.


                                       F-20





                                                                     SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                  ----------------------
                                                                    2002         2001
                                                                  ---------    ---------
                                                                               (RESTATED
                                                                                NOTE 2)
                                                                         
    Loss before the undernoted..................................   $ (4.1)      $ (1.8)
    Add/(deduct):
    Interest and other income...................................     (7.7)        (5.4)
    Mark to market loss (gain) on call options..................      1.6         (2.4)
    Gain on sale of assets......................................      1.5           --
    Foreign exchange loss.......................................     (3.0)        (0.4)
                                                                   ------       ------
    Loss from operations........................................   $(11.7)      $(10.0)
                                                                   ======       ======




   In addition, "dividends on convertible preferred shares of subsidiary" are
   required to be presented as a component of non-operating loss:



   For U.S. GAAP presentation purposes, the components of non-operating loss are
   as follows (but does not include the U.S. GAAP adjustments outlined above):





                                                                     SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                  ----------------------
                                                                    2002         2001
                                                                  ---------    ---------
                                                                               (RESTATED
                                                                                NOTE 2)
                                                                         
    Interest and other income...................................    $ 7.7        $ 5.4
    Market to market (loss) gain on call options................     (1.6)         2.4
    Share in income (loss) of investee companies................      0.2         (0.7)
    Interest expense on long-term liabilities...................     (2.8)        (4.6)
    Dividends on convertible preferred shares of subsidiary
      company...................................................     (1.0)        (3.4)
                                                                    -----        -----
    Non-operating gain (loss)...................................    $ 2.5        $(0.9)
                                                                    =====        =====




    CONSOLIDATED STATEMENTS OF CASH FLOWS



   Consolidated statements of cash flows presented in accordance with U.S. GAAP
   would require the following changes from a consolidated statements of cash
   flows prepared in accordance with Canadian GAAP.



   (i)   A sub-total within the "cash flows provided from operating activities"
         sub-section is not permitted and therefore the reader should disregard
         the subtotals $29.2 million and $28.9 million.



   (ii)  Within "cash flows provided from operating activities", the
         determination should begin with net loss, instead of the "loss for the
         year before dividends on convertible preferred shares of subsidiary
         company".



   (iii)  Under U.S. GAAP, the reduction of the debt component of convertible
          debentures is treated as interest expense and as a cash flow from
          operating activities. Under Canadian GAAP, the interest expense is
          classified as a financing activity.



   Accordingly, for U.S. GAAP the amounts reported are:





                                                                     SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                  ----------------------
                                                                    2002         2001
                                                                  ---------    ---------
                                                                               (RESTATED
                                                                                NOTE 2)
                                                                         
    Cash flow provided from operating activities................     28.5         43.4
    Cash flow used in financing activities......................     (4.3)       (35.6)
    Cash flow used in investing activities......................    (11.6)       (14.2)



                                       F-21



    CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS



   The Company's statements of comprehensive income under U.S. GAAP are as
   follows:





                                                                     SIX MONTHS ENDED
                                                                         JUNE 30,
                                                                  ----------------------
                                                                    2002         2001
                                                                  ---------    ---------
                                                                               (RESTATED
                                                                                NOTE 2)
                                                                         
    Net (loss) income for the year under U.S. GAAP..............   $ (9.0)       $ 3.9
    Change in currency translation adjustments..................      6.1         (1.7)
    Change in unrealized (losses) gains on marketable securities
      and long-term investments(d)..............................     57.3          0.5
    Change in fair value of derivatives under SFAS 133(e).......    (23.7)         5.4
                                                                   ------        -----
    Comprehensive income under U.S. GAAP........................   $ 30.7        $ 8.1
                                                                   ======        =====




   (a)  Under CDN GAAP, the convertible debentures described in Note 11 are
        accounted for in accordance with their substance and, as such, are
        presented in the financial statements in their liability and equity
        component parts. Under U.S. GAAP, the entire principal amount of the
        convertible debentures of $128.8 million and $122.8 million at June 30,
        2002 and December 31, 2001 respectively, is treated as debt with
        interest expense based on the coupon rate of 5.5%.



      In addition, under CDN GAAP, the unrealized foreign exchange gains on the
      CDN dollar denominated debentures are deferred and amortized over the term
      of the debentures. Effective January 1, 2002, CDN GAAP will no longer
      permit the deferral of unrealized foreign exchange gains and losses on the
      debt component of the debentures. Under U.S. GAAP, these gains are
      recognized in income currently along with exchange gains related to the
      portion of the convertible debentures included in equity under CDN GAAP.



   (b)  As a result of applying SFAS No. 121, property, plant and equipment is
        reduced and the deficit increased by $60.5 million. This difference
        arises from the requirement to discount future cash flows from impaired
        properties under U.S. GAAP and from using proven and probable reserves
        only. Under CDN GAAP, future cash flows from impaired properties are not
        discounted. The write downs of property, plant and equipment which
        generate this difference occurred in periods prior to January 1, 2001.
        Under U.S. GAAP, depreciation, depletion and amortization would be
        reduced by $3.0 million and $3.9 million during the six months ended
        June 30, 2002 and June 30, 2001, respectively, to reflect the above and
        the requirement under U.S. GAAP to amortize capitalized costs over
        proven and probable reserves only.



   (c)  CDN GAAP allows for the elimination of operating deficits by the
        reduction of stated capital attributable to common shares with a
        corresponding offset to the accumulated deficit. This reclassification
        is not permitted by U.S. GAAP and would require in each subsequent
        period an increase in share capital and an increase in deficit of $5.3
        million.



   (d)  Under CDN GAAP, unrealized gains (losses) on long-term investments and
        marketable securities are not recorded. Under U.S. GAAP, unrealized
        gains (losses) on long-term investments, that are classified as
        securities available for sale, of $62.0 million and $4.6 million at June
        30, 2002 and December 31, 2001, respectively and marketable securities
        of $0.2 million and $0.3 million at June 30, 2002 and December 31, 2001
        are included as a component of comprehensive loss in the current period.



   (e)  Under CDN GAAP, derivatives hedging forecasted transactions are
        off-balance sheet until the hedged transaction is recorded. Realized
        gains and losses on derivatives that are closed out early are initially
        recorded as deferred revenue or deferred charges and are recorded as an
        adjustment to net loss when the original hedged transaction is recorded.



      On January 1, 2001 the Company adopted FASB Statement No. 133, "Accounting
      for Derivative Instruments and Hedging Activities" (SFAS 133), and the
      corresponding amendments under FASB Statement No. 138 (SFAS 138). SFAS 133
      requires that all derivative financial instruments be recognized in the
      financial statements and measured at fair value regardless of the purpose
      or intent for holding them. Changes in the fair value of derivative
      financial instruments are either recognized periodically in income or
      shareholders' equity (as a component of other comprehensive income),
      depending on whether the derivative is being used to hedge changes in fair
      value or cash flows. SFAS 138 amends certain provisions of SFAS 133 to
      clarify four areas causing difficulties in implementation.



      For derivatives designated as cash flow hedges, the effective portions of
      changes in fair value of the derivative are reported in other
      comprehensive income and are subsequently reclassified into other income
      when the hedged item affects other income. Changes in fair value of the
      derivative instruments used as economic instruments and ineffective
      portions of hedges are recognized in other income in the period incurred.



      The adoption of SFAS 133 results in a cumulative decrease in deferred
      revenue of $7.1 million and $9.6 million, a cumulative increase in other
      long-term liabilities of $19.3 million and $4.6 million, a cumulative
      decrease in deficit of $2.6 million and increase in deficit of $3.9
      million, and a cumulative decrease in other comprehensive income of $14.8
      million and increase in other comprehensive income $8.9 million at June
      30, 2002 and December 31, 2001, respectively. Additionally, as a result of
      applying SFAS 133, there would be a decrease to the net loss of $6.5
      million and $13.1 million, for the six months ended June 30, 2002 and for
      the year ended December 31, 2001, respectively. On adoption of SFAS 133,
      the Company did not complete the required designation and effectiveness
      assessments to achieve hedge accounting for the commodity derivatives
      hedging gold revenues and energy price risk, although the contracts are
      considered to be effective economic hedges and they were accounted for as
      hedges for CDN GAAP purposes. For U.S. GAAP only, these derivatives were
      carried at fair value with the changes in fair value recorded as an
      adjustment to net loss. The SFAS requirements for foreign exchange forward
      contracts hedging known on forecasted foreign currency exposures were
      completed on adoption the standard and, as such, these contracts were
      accounted for as cash flow hedges from January 1, 2001. Realized and
      unrealized derivatives gains and losses included in OCI on transition and
      during 2001 were reclassified into mining revenue for cash-flow hedges of
      forecasted commodity

                                       F-22



       sales and foreign exchange (loss) gain for forecasted foreign currency
       revenues or expenses when the hedged forecasted revenue or expense is
       recorded. During the six months ended June 30, 2002, $3.8 million of
       derivative losses were reclassified out of other comprehensive income
       (twelve months ended December 31, 2001, $11.6 million of derivative
       gains). The Company estimates that $8.5 million of net derivatives losses
       included in other comprehensive income will be reclassified into earnings
       within the next twelve months. There was no ineffectiveness recorded
       during the year.



      The effect of the transition adjustment as of January 1, 2001, was an
      increase in assets of $10.7 million, a decrease in deferred revenue of
      $10.1 million, an increase in other long-term liabilities of $0.3 million,
      and an increase in other comprehensive income of $20.5 million.



      Beginning January 2002, the Company met the required documentation
      requirements under SFAS 133 relating to the prospective and retrospective
      effectiveness assessments for the commodity derivatives; thus, these
      derivatives were designated as cash flow hedges. The effective portions of
      changes in fair values of these derivatives are now recorded in other
      comprehensive income and are recognized in the income statement when the
      hedged item affects earnings. Ineffective portions of changes in fair
      value of cash flow hedges are recognized in earnings.



   (f)   Under Canadian income tax legislation, a company is permitted to issue
         shares whereby the company agrees to incur qualifying expenditures and
         renounce the related income tax deductions to the investors. The
         Company has accounted for the issue of flow-through shares using the
         deferral method in accordance with CDN GAAP. At the time of issue the
         funds received are recorded as share capital. Once the qualifying
         expenditures are made, exploration expenses and common share capital
         are reduced by the amount of the premium received in excess of the
         market value for the flow-through shares. Qualifying expenditure did
         not begin to be incurred until 2002.



      For U.S. GAAP, the premium paid in excess of the market value of $1.1
      million is credited to other liabilities and included in income over the
      period in which the Company incurs the qualified expenditures, which
      includes $0.5 million released to income in the six months ended June 30,
      2002.



      Also, notwithstanding whether there is a specific requirement to segregate
      the funds, the flow-through funds which are unexpended at the Consolidated
      Balance Sheet dates are considered to be restricted and are not considered
      to be cash or cash equivalents under U.S. GAAP.



      As at June 30, 2002, unexpended flow-through funds were $2.7 million.
      (December 31, 2001: $4.6 million)



      JOINT VENTURE ACCOUNTING



      The investments in Omolon Gold Mining Company, Compania Minera Maricungu
      and E-Crete, LLC are proportionately consolidated under Canadian GAAP and
      would normally be equity accounted under US GAAP. The Company relies on an
      accommodation from the SEC which permits the Company to omit the
      differences in classification that arise. Each of the joint ventures
      listed qualifies for this accommodation on the basis that they are
      operating entities and that significant financial and operating policies
      are jointly controlled all parties with an equity interest, subject to a
      contractual arrangement.



      STOCK-BASED COMPENSATION



      For the purposes of this U.S. GAAP reconciliation, Kinross follows APB
      Opinion No. 25, "Accounting for Stock Issued to Employees", and its
      related interpretations, which results in a measurement of nil
      compensation expense at grant date of the stock options. Had compensation
      expense for the stock option plans been determined based upon fair value
      at the grant date for awards under these plans consistent with the
      methodology prescribed under SFAS No. 123, "Accounting for Stock-Based
      Compensation", the Company's net loss and loss per share under U.S. GAAP
      would have been increased by approximately $0.1 million or $NIL per share
      in the six months ended June 30, 2002 and $1.1 million or $NIL per share
      in the year ended December 31, 2001. The fair value of the options granted
      during 2001, 2000 and 1999 is estimated to be $1.1 million, $2.4 million
      and $3.0 million, respectively. The fair value of each option grant is
      estimated on the date of grant using the Black-Scholes option-pricing
      model with the following weighted-average assumptions used for grants in
      2001, 2000 and 1999: dividend yield of 0%; expected volatility of 61%, 57%
      and 57%, respectively and an expected life of five years.



      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS



      In June 2001, the FASB issued Statement No. 143, "Accounting for Asset
      Retirement Obligations" (SFAS 143), which addresses financial accounting
      and reporting for obligations associated with the retirement of tangible
      long-lived assets and the associated asset retirement costs. It applies to
      legal obligations associated with the retirement of long-lived assets that
      result from the acquisition, construction, development and (or) the normal
      operation of a long-lived asset, except for certain obligations of
      lessees. SFAS 143 amends SFAS 19, "Financial Accounting and Reporting by
      Oil and Gas Producing Companies", and requires entities to record the fair
      value of a liability for an asset retirement obligation in the period in
      which it is incurred. When the liability is initially recorded, an entity
      capitalizes the cost by increasing the carrying amount of the related
      long-lived assets. Over time, the liability is accreted to its present
      value each period, and the capitalized cost is amortized over the useful
      life of the related asset. Upon settlement of the liability, an entity
      either settles the obligation for its recorded amount or incurs a gain or
      loss upon settlement. SFAS 143 is effective for financial statements
      issued for fiscal years beginning after June 15, 2002 with earlier
      application encouraged. The Company has not yet determined the impact of
      this Statement on its financial statements.



      In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
      Associated with Exit or Disposal Activities." This pronouncement is
      effective for exit or disposal activities that are initiated after
      December 31, 2002 and requires these costs to be recognized when the
      liability is incurred and not at project initiation. The Company is
      reviewing the provisions of the Statement, but has not yet determined the
      impact of this Statement on its financial statements.



11. SUBSEQUENT EVENT


   Effective July 1, 2002, the Company agreed to form a joint venture with a
   wholly owned subsidiary of Placer Dome Inc. ("Placer"). The formation of the
   joint venture combined the two companies' respective gold mining operations
   in the Porcupine district in Ontario, Canada.

                                       F-23


    Placer owns 51% of this joint venture and is the operator, while the Company
    owns 49%. Placer contributed the Dome mine and mill and the Company
    contributed the Hoyle Pond, Nighthawk Lake and Pamour mines, exploration
    properties in the Porcupine district, as well as the Bell Creek mill. Future
    capital, exploration and operating costs will be shared in proportion to
    each party's ownership interest.

   The formation of the joint venture will be accounted for in accordance with
   Section 3055 of the CICA Handbook as an exchange of productive assets in the
   ordinary course of business. Since these assets were exchanged for an
   interest in similar assets and there has been no culmination of the earnings
   process, the exchange will be recorded at the carrying value of the assets
   contributed.


12. BUSINESS COMBINATION WITH TVX AND ECHO BAY


   The Company, TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo Bay") have
   entered into a combination agreement dated June 10, 2002, as amended July 12,
   2002 for the purpose of combining the ownership of their respective
   businesses. Echo Bay, a United States registrant, is required to clear the
   information circular with the Securities and Exchange Commission of the
   United States ("SEC"), before mailing to its shareholders. The draft
   information circular was filed with the SEC for review on July 16, 2002. The
   Company will provide shareholders with details of the transaction in an
   information circular to be mailed in connection with a special shareholders
   meeting once this process is finalized.

   TVX shareholders will receive 6.5 common shares of the Company for each TVX
   share outstanding and Echo Bay shareholders' will receive 0.52 common shares
   of the Company for each Echo Bay common share outstanding. Concurrent with
   the business combination, TVX has agreed to acquire Newmont Mining
   Corporation's 50% non-controlling interest in the TVX Newmont America's joint
   venture for $180 million.

                                       F-24



                          INDEPENDENT AUDITORS' REPORT



To The Directors of


  KINROSS GOLD CORPORATION



     We have audited the accompanying consolidated balance sheets of Kinross
Gold Corporation and its subsidiaries (the "Company") as at December 31, 2001
and 2000 and the related consolidated statements of operations, common
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.



     We conducted our audits in accordance with Canadian generally accepted
auditing standards and auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.



     In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company as at December 31,
2001 and 2000 and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 2001, in accordance with
Canadian generally accepted accounting principles.



     On February 13, 2002, we reported separately to the shareholders of the
Company on our audit, conducted in accordance with Canadian generally accepted
auditing standards, of the consolidated financial statements for the same
periods, prepared in accordance with Canadian generally accepted accounting
principles.



(SIGNED) DELOITTE & TOUCHE LLP


CHARTERED ACCOUNTANTS



Toronto, Canada


March 7, 2002, except for note 22, which is as of September 13, 2002


                                       F-25


                            KINROSS GOLD CORPORATION

                       CONSOLIDATED FINANCIAL STATEMENTS
                               AS AT DECEMBER 31,

                          CONSOLIDATED BALANCE SHEETS
                    (expressed in millions of U.S. dollars)



                                                               2001      2000
                                                              ------    ------
                                                                  
                                    ASSETS
CURRENT ASSETS
Cash and cash equivalents...................................  $ 81.0    $ 77.8
Restricted cash.............................................      --       2.9
Accounts receivable (Note 3)................................    13.8      20.3
Inventories (Note 4)........................................    42.4      54.6
Marketable securities (quoted market value: 2001 -- $1.8;
  2000 -- $0.7).............................................     1.5       0.7
                                                              ------    ------
                                                               138.7     156.3
Property, plant and equipment (Note 5)......................   415.0     505.6
Long-term investments (Note 6)..............................    12.9      14.4
Deferred charges and other assets...........................    11.0      23.7
                                                              ------    ------
                                                              $577.6    $700.0
                                                              ======    ======
                                 LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities....................  $ 31.0    $ 40.8
Current portion of long-term debt (Note 9)..................    33.1      31.5
Current portion of site restoration cost accruals (Note
  10).......................................................    12.6       9.3
                                                              ------    ------
                                                                76.7      81.6
Long-term debt (Note 9).....................................    31.0      79.8
Site restoration cost accruals (Note 10)....................    43.0      47.9
Future income and mining taxes (Note 16)....................     3.3       3.5
Deferred revenue (Note 8 (a))...............................     9.6      10.1
Other long-term liabilities.................................     6.0      10.1
Debt component of convertible debentures (Note 11)..........    28.1      33.4
Redeemable retractable preferred shares (Note 12)...........     3.1       3.1
                                                              ------    ------
                                                               200.8     269.5
                                                              ------    ------
CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY (Note
  13).......................................................    48.0      91.8
                                                              ------    ------
COMMON SHAREHOLDERS' EQUITY
Common share capital (Note 14)..............................   945.7     913.2
Contributed surplus.........................................    12.9      12.9
Equity component of convertible debentures (Note 11)........   124.8     117.0
Deficit.....................................................  (726.0)   (681.4)
Cumulative translation adjustments..........................   (28.6)    (23.0)
                                                              ------    ------
                                                               328.8     338.7
                                                              ------    ------
                                                              $577.6    $700.0
                                                              ======    ======


COMMITMENTS AND CONTINGENCIES (Note 21)

Signed on behalf of the Board:


                                               
(signed) John A. Brough                           (signed) John M.H. Huxley
Director                                          Director


                                       F-26


                            KINROSS GOLD CORPORATION

                       CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE YEARS ENDED DECEMBER 31,

                     CONSOLIDATED STATEMENTS OF OPERATIONS
        (expressed in millions of U.S. dollars except per share amounts)



                                                               2001      2000       1999
                                                              ------    -------    -------
                                                                          
REVENUE
Mining revenue..............................................  $270.1    $ 271.0    $ 304.0
Interest and other income...................................     9.3       14.2       15.5
Mark to market gain (loss) on call options..................     3.5        4.1       (2.5)
                                                              ------    -------    -------
                                                               282.9      289.3      317.0
                                                              ------    -------    -------
EXPENSES
Operating...................................................   180.7      189.6      209.4
General and administrative..................................    10.1       10.4       11.2
Exploration.................................................     7.9       11.4       11.1
Depreciation, depletion and amortization....................    85.8       93.2      110.9
                                                              ------    -------    -------
                                                               284.5      304.6      342.6
                                                              ------    -------    -------
LOSS BEFORE THE UNDERNOTED..................................    (1.6)     (15.3)     (25.6)
Gain on sale of assets......................................     1.2        4.1        0.1
Foreign exchange (loss) gain................................    (1.1)       0.5        0.2
Share in loss of investee companies.........................    (2.2)      (8.1)      (0.3)
Interest expense on long-term liabilities...................    (9.1)     (14.3)     (15.8)
Write-down of marketable securities and long-term
  investments...............................................      --      (13.1)      (4.6)
Write-down of property, plant and equipment (Note 15).......   (16.1)     (72.1)    (184.9)
                                                              ------    -------    -------
LOSS BEFORE TAXES AND DIVIDENDS ON CONVERTIBLEPREFERRED
  SHARES OF SUBSIDIARY COMPANY..............................   (28.9)    (118.3)    (230.9)
PROVISION FOR INCOME AND MINING TAXES (Note 16).............    (2.9)      (0.9)      (2.9)
                                                              ------    -------    -------
LOSS FOR THE YEAR BEFORE DIVIDENDS ON CONVERTIBLEPREFERRED
  SHARES OF SUBSIDIARY COMPANY..............................   (31.8)    (119.2)    (233.8)
DIVIDENDS ON CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY
  COMPANY (Note 13).........................................    (5.1)      (6.9)      (6.9)
                                                              ------    -------    -------
NET LOSS FOR THE YEAR.......................................   (36.9)    (126.1)    (240.7)
INCREASE IN EQUITY COMPONENT OF CONVERTIBLE DEBENTURES (Note
  11).......................................................    (7.7)      (7.2)      (6.5)
                                                              ------    -------    -------
NET LOSS FOR THE YEAR ATTRIBUTABLE TO COMMON SHAREHOLDERS...  $(44.6)   $(133.3)   $(247.2)
                                                              ======    =======    =======
LOSS PER SHARE
Basic and diluted...........................................  $(0.14)   $ (0.45)   $ (0.83)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
  (millions)................................................   313.4      298.1      299.2


                                       F-27


                            KINROSS GOLD CORPORATION

                       CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE YEARS ENDED DECEMBER 31,

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (expressed in millions of U.S. dollars)




                                                               2001      2000       1999
                                                              ------    -------    -------
                                                                          
NET INFLOW (OUTFLOW) OF CASH RELATED TO THE FOLLOWING
  ACTIVITIES:
OPERATING:
Loss for the year before dividends on convertible preferred
  shares of subsidiary company..............................  $(31.8)   $(119.2)   $(233.8)
Items not affecting cash:
  Depreciation, depletion and amortization..................    85.8       93.2      110.9
  Write-down of property, plant and equipment...............    14.6       72.1      184.9
  Write-down of marketable securities and long-term
     investments............................................      --       13.1        4.6
  Gain on sale of assets....................................    (1.2)      (4.1)      (0.1)
  Future income and mining taxes............................      --       (3.5)        --
  Deferred revenue realized.................................   (17.7)     (13.5)      (6.9)
  Site restoration cost accruals............................     1.9        2.6        3.1
  Share in loss of investee companies.......................     2.2        9.4        0.3
                                                              ------    -------    -------
                                                                53.8       50.1       63.0
Proceeds on restructuring of gold forward sales contracts...    21.6        4.7         --
Site restoration cash expenditures..........................    (7.1)      (9.6)      (6.3)
Changes in non-cash working capital items
  Accounts receivable.......................................     5.1        5.7       10.1
  Inventories...............................................     9.6        0.6        3.3
  Marketable securities.....................................      --        4.8       (3.2)
  Accounts payable and accrued liabilities..................    (8.0)      (8.3)       0.4
  Effect of exchange rate changes on cash...................    (0.5)      (0.2)       2.2
                                                              ------    -------    -------
CASH FLOW PROVIDED FROM OPERATING ACTIVITIES................    74.5       47.8       69.5
                                                              ------    -------    -------
FINANCING:
  Issuance of common shares.................................     5.4        3.2        2.0
  Repurchase of common shares...............................      --       (5.3)      (7.5)
  Reduction of debt component of convertible debentures.....    (5.4)      (4.9)      (4.4)
  Repayment of debt.........................................   (46.5)     (26.4)     (14.7)
  Dividends on convertible preferred shares of subsidiary
     company................................................      --       (3.4)      (6.9)
                                                              ------    -------    -------
CASH FLOW USED IN FINANCING ACTIVITIES......................   (46.5)     (36.8)     (31.5)
                                                              ------    -------    -------
INVESTING:
  Additions to property, plant and equipment................   (30.4)     (41.6)     (44.0)
  Business acquisitions, net of cash acquired...............    (1.2)        --      (35.0)
  Long-term investments and other assets....................     2.1       (7.4)      (0.8)
  Proceeds from the sale of property, plant and equipment...     1.8        4.8        2.3
  Decrease (increase) in restricted cash....................     2.9       (2.9)        --
                                                              ------    -------    -------
CASH FLOW USED IN INVESTING ACTIVITIES......................   (24.8)     (47.1)     (77.5)
                                                              ------    -------    -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............     3.2      (36.1)     (39.5)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................    77.8      113.9      153.4
                                                              ------    -------    -------
CASH AND CASH EQUIVALENTS, END OF YEAR......................  $ 81.0    $  77.8    $ 113.9
                                                              ------    -------    -------
Cash and cash equivalents consist of the following:
  Cash on hand and balances with banks......................  $ 12.9    $  20.0    $  27.0
  Short-term investments....................................    68.1       57.8       86.9
                                                              ------    -------    -------
                                                              $ 81.0    $  77.8    $ 113.9
                                                              ======    =======    =======
Supplementary disclosure of cash flow information:
  Cash paid for: Interest...................................  $ 13.1    $  18.8    $  12.3
                  Income taxes..............................  $  3.9    $   2.3    $   3.0



                                       F-28


                            KINROSS GOLD CORPORATION

                       CONSOLIDATED FINANCIAL STATEMENTS
                        FOR THE YEARS ENDED DECEMBER 31,

             CONSOLIDATED STATEMENTS OF COMMON SHAREHOLDERS' EQUITY
                    (expressed in millions of U.S. dollars)



                                                             EQUITY
                                COMMON                    COMPONENT OF               CUMULATIVE
                                 SHARE     CONTRIBUTED    CONVERTIBLE                TRANSLATION
                                CAPITAL      SURPLUS       DEBENTURES     DEFICIT    ADJUSTMENTS    TOTAL
                                -------    -----------    ------------    -------    -----------    ------
                                                                                  
BALANCE, DECEMBER 31, 1998....  $904.2        $ 3.6          $103.1       $(296.4)     $(27.9)      $686.6
Issuance of common shares,
  net.........................    16.1          4.3              --            --          --         20.4
Increase in equity component
  of convertible debentures...      --           --             6.6          (6.5)         --          0.1
Net loss for the year.........      --           --              --        (240.7)         --       (240.7)
Cumulative translation
  adjustments.................      --           --              --            --         9.2          9.2
                                ------        -----          ------       -------      ------       ------
BALANCE, DECEMBER 31, 1999....   920.3          7.9           109.7        (543.6)      (18.7)       475.6
Adjustment for post-retirement
  benefits (Note 1)...........      --           --              --          (4.5)         --         (4.5)
                                ------        -----          ------       -------      ------       ------
BALANCE, JANUARY 1, 2000......   920.3          7.9           109.7        (548.1)      (18.7)       471.1
Issuance (repurchase) of
  common shares, net..........    (7.1)         5.0              --            --          --         (2.1)
Increase in equity component
  of convertible debentures...      --           --             7.3          (7.2)         --          0.1
Net loss for the year.........      --           --              --        (126.1)         --       (126.1)
Cumulative translation
  adjustments.................      --           --              --            --        (4.3)        (4.3)
                                ------        -----          ------       -------      ------       ------
BALANCE, DECEMBER 31, 2000....   913.2         12.9           117.0        (681.4)      (23.0)       338.7
Issuance of common shares,
  net.........................    32.5           --              --            --          --         32.5
Increase in equity component
  of convertible debentures...      --           --             7.8          (7.7)         --          0.1
Net loss for the year.........      --           --              --         (36.9)         --        (36.9)
Cumulative translation
  adjustments.................      --           --              --            --        (5.6)        (5.6)
                                ------        -----          ------       -------      ------       ------
BALANCE, DECEMBER 31, 2001....  $945.7        $12.9          $124.8       $(726.0)     $(28.6)      $328.8
                                ======        =====          ======       =======      ======       ======


                                       F-29


                            KINROSS GOLD CORPORATION

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
  (All tabular dollar amounts are in millions of U.S. dollars except per share
                                     data)

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   The consolidated financial statements of Kinross Gold Corporation (the
   "Company") have been prepared in accordance with Canadian generally accepted
   accounting principles which differ in certain material respects from those
   generally accepted in the United States, as described in Note 20. The
   following is a summary of the accounting policies significant to the Company.
   The U.S. dollar is the principal currency of the Company's business;
   accordingly, these consolidated financial statements are expressed in U.S.
   dollars.

    NATURE OF OPERATIONS


   The Company is engaged in the mining and processing of gold and silver ore
   and the exploration for, and acquisition of, gold-bearing properties,
   principally in the Americas, Russia, Australia and Africa. The Company's
   products are gold and silver produced in the form of dore which is shipped to
   refineries for final processing.


    BASIS OF PRESENTATION


   The consolidated financial statements include the accounts of the Company and
   the more-than-50%-owned subsidiaries that it controls. The Company also
   includes its proportionate share of assets, liabilities, revenues and
   expenses of jointly controlled companies and joint ventures in which it has
   an interest. Effective December 31, 2001, the Company discontinued the
   consolidation of it's wholly-owned subsidiary company in Zimbabwe, which
   operates the Blanket mine. Extreme inflationary pressures within Zimbabwe,
   civil unrest and currency export restrictions have prevented the Company from
   exercising control over the Zimbabwean subsidiary. Kinross will continue to
   account for its investment in the Blanket mine on the cost basis (written
   down value) and revenue will be recorded only upon receipt of dividends or
   other cash payments and will be classified as other income (see Note 15).


    USE OF ESTIMATES

   The preparation of the Company's consolidated financial statements in
   conformity with Canadian generally accepted accounting principles requires
   management to make estimates and assumptions that affect amounts reported in
   the financial statements and accompanying notes. Management's estimates are
   made in accordance with mining industry practice. Significant areas requiring
   the use of management estimates relate to the determination of mineral
   reserves, reclamation and environmental obligations, impairment of assets and
   useful lives used to compute depreciation, depletion and amortization. Actual
   results could differ from those estimates.

    TRANSLATION OF FOREIGN CURRENCIES

    DOMESTIC AND FOREIGN OPERATIONS

   The Company reports its financial statements in U.S. dollars, while the
   currency of measurement for the Company's operations varies depending upon
   location.

   The currency of measurement for the Company's operations domiciled in Canada
   is the Canadian dollar. Canadian dollar amounts are translated to U.S.
   dollars for reporting purposes using the current rate method. Under the
   current rate method, assets and liabilities are translated at the exchange
   rates in effect at the balance sheet date and revenues and expenses are
   translated at average rates for the year. With the exception of Australia,
   the Company's non-Canadian subsidiaries and joint venture interests are
   self-sustaining operations whose economic activities are largely independent
   of those of the Company. The currency of measurement for the Company's
   self-sustaining operations in the United States and Chile is the U.S. dollar.
   Although the operations in Zimbabwe and Russia are self-sustaining, the
   temporal method is used to translate local currency amounts into U.S. dollars
   due to the highly inflationary economies in those countries. As mentioned
   above, the operations in Zimbabwe are no longer consolidated as of December
   31, 2001. The temporal method is also used to translate the Company's
   operation in Australia which is considered to be an integrated foreign
   operation. Under the temporal method, all non-monetary items are translated
   at historical rates. Monetary assets and liabilities are translated at actual
   exchange rates in effect at the balance sheet date, revenues and expenses are
   translated at average rates for the year and gains and losses on translation
   are included in income.

   The unrealized translation gains and losses on the Company's net investment
   in self-sustaining operations translated using the current rate method
   accumulate in a separate component of shareholders' equity, described in the
   consolidated balance sheet as cumulative translation adjustments. Such
   exchange gains and losses may become realized in the event of a disposition
   of the net investment in a self-sustaining operation, in which event an
   appropriate portion of the cumulative translation adjustment is recognized in
   income.

    FOREIGN CURRENCY TRANSACTIONS

   Monetary assets and liabilities are translated at the rate of exchange
   prevailing at the balance sheet date. Non-monetary assets and liabilities are
   translated at historical rates. Revenue and expenses are translated at the
   average rate of exchange for the year. Exchange gains and losses are included
   in income except for the unrealized gains or losses on long-term debt
   (including the debt component of the convertible debentures) which are
   deferred and amortized over the term of the debt (See Note 11).

    CASH AND CASH EQUIVALENTS

   Cash and cash equivalents include cash and highly liquid investments with an
   original maturity of three months or less. The Company invests cash in term
   deposits maintained in high credit quality financial institutions.

                                       F-30


    MARKETABLE SECURITIES

   Marketable securities are carried at the lower of cost and quoted market
   value.

    INVENTORIES

   Gold bullion and gold in process are valued at the lower of production cost
   and net realizable value. Mine operating parts and supplies are valued at the
   lower of cost and replacement cost.

    PROPERTY, PLANT AND EQUIPMENT


   Property, plant and equipment are recorded at cost. Mine development costs
   are capitalized on properties after proven and probable reserves have been
   identified. Prior to identifying proven and probable reserves, exploration
   and development costs are expensed as incurred. The cost of acquired
   exploration properties are deferred, on a project basis, until there is an
   impairment in value of the project. This occurs once the Company has
   discontinued exploration activities and has no future plans to further
   explore the project. Once commercial production is reached, the deferred
   costs of the project are amortized over their economic lives, on the basis
   described below. Commercial production occurs when the asset on property is
   substantially complete and ready for its intended use. The Company expenses
   start up losses once commercial production occurs.



   In underground mines where ore bearing structures are open at depth or are
   open laterally, which is currently the case at the Hoyle Pond mine (see Note
   5), the straight-line method of amortization is applied over the estimated
   life of the mine which is currently 10 years.



   Open pit mines, which consist of the Kubaka, Fort Knox and Refugio mines, are
   amortized on a unit of production method using proven and probable reserves
   only. After commercial production is achieved, stripping costs are expensed
   as incurred.



   Plant and equipment that have useful lives shorter than the mine life are
   depreciated on a straight-line or declining balance basis over their
   estimated useful lives. (As at December 31, 2001, the maximum useful life was
   five years)



    MINERAL EXPLORATION



   Mineral exploration expenditures are charged to income as incurred.


    PROPERTY EVALUATIONS

   Annually, or more frequently as circumstances require, the Company reviews
   and evaluates the recoverability of property, plant and equipment. Estimated
   future net cash flows, on an undiscounted basis, from each property are
   calculated using estimated recoverable ounces of gold (considering current
   proven and probable reserves and mineral resources expected to be converted
   into mineral reserves. The inclusion of mineral resources is based on various
   circumstances, including but not limited to, the existence and nature of
   known mineralization, location of the property, results of recent drilling;
   and analysis to demonstrate the ore is commercially recoverable.), estimated
   future gold price realization (considering historical and current prices,
   price trends and related factors); and operating, capital and site
   restoration costs. Reductions in the carrying value of property, plant and
   equipment, with a corresponding charge to income, are recorded to the extent
   that the estimated future net cash flows are less than the carrying value.

   Estimates of future cash flows are subject to risks and uncertainties. It is
   possible that changes could occur which may affect the recoverability of
   property, plant and equipment.

    LONG-TERM INVESTMENTS

   Long-term investments in shares of investee companies, over which the Company
   has the ability to exercise significant influence, are accounted for using
   the equity method. The cost method is used for entities in which the Company
   owns less than 20% or cannot exercise significant influence. The Company
   periodically reviews the carrying value of its investments. When a decline in
   the value of an investment is other than temporary, the investment is written
   down accordingly.

    FINANCIAL INSTRUMENTS

   The Company enters into derivative financial instrument contracts to manage
   certain market risks which result from the underlying nature of its business.
   The Company uses spot deferred contracts and fixed forward contracts to hedge
   exposure to commodity price risk for gold and silver; foreign exchange
   forward contracts to hedge exposure to fluctuations in foreign currency
   denominated revenues; and interest rate swaps to hedge exposure to changes in
   interest rates. The Company uses written gold call options to economically
   hedge exposure to commodity price risk for gold. Non-option derivative
   financial instruments are accounted for using the accrual method as
   management views the contracts as effective hedges and has designated the
   contracts as hedges of specific exposures. Hedge effectiveness is assessed
   based on the degree to which the cash flows on the derivative contracts are
   expected to offset the cash flows of the underlying position or transaction
   being hedged.

   Realized gains or losses on derivative contracts that qualify for hedge
   accounting are deferred and recorded in income when the underlying hedged
   transaction is recognized. The premiums received at the inception of written
   call options are recorded as a liability. Changes in the fair value of the
   liability are recognized currently in income. Gains or losses (realized or
   unrealized) for derivative contracts which no longer qualify as hedges for
   accounting purposes or which relate to a hedged transaction that has been
   sold or terminated are recorded in income.

   Gains on the early settlement of gold hedging contracts are recorded as
   deferred revenue on the balance sheet and included in income over the
   original delivery schedule of the hedged production.

                                       F-31


    PENSION, POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS

   Pension expense, based on management assumptions, consists of the actuarially
   computed costs of pension benefits in respect of the current year's service;
   imputed interest on plan assets and pension obligations; and straight-line
   amortization of experience gains and losses; assumption changes and plan
   amendments over the expected average remaining service life of the employee
   group.

   In fiscal 2000, the Company adopted the new Canadian Institute of Chartered
   Accountants ("CICA") recommendation for costs of post-retirement and
   post-employment benefits other than pensions. The expected costs of
   post-retirement and post-employment benefits, other than pensions, to active
   employees are accrued for in the financial statements during the years
   employees provide service to the Company. As a result at January 1, 2000, a
   liability for post-retirement and post-employment benefits other than pension
   of $4.5 million was recorded and the deficit was correspondingly increased by
   $4.5 million.

    STOCK OPTION PLAN

   The stock option plan is described in Note 14. No compensation expense is
   recognized under this plan when shares or share options are issued to
   employees. Shares issued under this plan are recorded at the issue price. Any
   consideration paid by employees on exercise of stock options or purchases of
   stock is credited to common share capital.

    REVENUE RECOGNITION


   The Company changed its accounting policy for revenue recognition effective
   January 1, 2001 such that revenue is recognized upon shipment to third-party
   gold refineries, the sales price is fixed and title has passed to the
   customer. Previously, revenue was recognized when the production process was
   completed or when gold was poured in dore form at the mine. The Company
   retroactively adopted this new accounting policy and the prior periods have
   not been restated, as the net adjustment would not have a material impact on
   the reported amounts.


    SITE RESTORATION COSTS


   Estimated costs of site restoration are accrued and expensed over the
   estimated life of the mine on a unit-of-production basis using proven and
   probable reserves. Ongoing environmental protection expenditures are expensed
   as incurred. Estimates of the ultimate site restoration costs are based on
   current laws and regulations and expected costs to be incurred (calculated on
   a non-discounted basis), all of which are subject to possible changes thereby
   impacting current determinations.



    INCOME AND MINING TAXES


   The provisions for income and mining taxes are based on the liability method.
   Future income taxes arise from the recognition of the tax consequences of
   temporary differences by applying substantively enacted statutory tax rates
   applicable to future years to differences between the financial statements
   carrying amounts and the tax bases of certain assets and liabilities. The
   Company records a valuation allowance against any portion of those future
   income tax assets that it believes will, more likely than not, fail to be
   realized. On business acquisitions, where differences between assigned values
   and tax bases of assets acquired and liabilities assumed exist, the Company
   recognizes the future income tax assets and liabilities for the tax effects
   of such differences.

   Future withholding taxes are provided on the unremitted net earnings of
   foreign subsidiaries and associates to the extent that dividends or other
   repatriations are anticipated in the future and will be subject to such
   taxes.

    PER SHARE INFORMATION

   Basic loss per common share has been calculated using the weighted average
   number of common shares outstanding during the year and reflects an
   adjustment for the increase in the equity component of the convertible
   debentures. For the years ended December 31, 2001, 2000, and 1999, conversion
   or exercise of the convertible debentures, convertible preferred shares of
   subsidiary company, redeemable retractable preferred shares, stock options
   and common share purchase warrants would have no dilutive effect.

    NEW PRONOUNCEMENT

   Effective January 1, 2001, the Company adopted retroactively the new CICA
   recommendations for calculating earnings per share. Under the new rules, the
   treasury stock method is used in assessing the dilutive effect of stock
   options on the diluted earnings per share. The adoption of the new rules had
   no effect on the reported amounts.

    2000 AND 1999 FIGURES

   Certain of the 2000 and 1999 figures have been reclassified to conform to the
   2001 presentation.

2.  BUSINESS AND PROPERTY ACQUISITIONS
    2001

   During 2001, the Company acquired a further 12.4% interest in E-Crete, LLC
   ("E-Crete") from its partner by funding its partner's share of cash calls,
   thereby increasing its ownership interest to 85.9%.

   On December 7, 2001, the Company completed the acquisition of a 100% interest
   in the George/Goose Lake gold project in the Nunavut Territories by issuing
   4,000,000 common shares of the Company valued at $3.8 million.

                                       F-32


   The following is a summary of the 2001 acquisitions both of which were
   accounted for using the purchase method.



                                                                              GEORGE/
                                                                  E-CRETE    GOOSE LAKE    TOTAL
                                                                  -------    ----------    -----
                                                                                  
    Fair value ascribed to net assets acquired:
      Property, plant and equipment.............................   $1.7         $3.8       $5.5
      Less liabilities assumed..................................    0.5           --        0.5
                                                                   ----         ----       ----
                                                                   $1.2         $3.8       $5.0
                                                                   ====         ====       ====
    Purchase price:
      Cash......................................................   $1.2         $ --       $1.2
      Common shares.............................................     --          3.8        3.8
                                                                   ----         ----       ----
                                                                   $1.2         $3.8       $5.0
                                                                   ====         ====       ====


    2000

   There were no business acquisitions during the year 2000.

    1999

   On February 26, 1999, the Company acquired 100% of La Teko Resources Ltd.
   ("La Teko"). The purchase price of $26.4 million was satisfied by the
   issuance from treasury of 10.5 million common shares of the Company and the
   payment of transaction costs of $0.5 million. The assets of La Teko included
   a 35% ownership interest in the True North property and on 100% ownership
   interest in the Ryan Lode property.

   On March 1, 1999, the Company acquired 100% of Kershaw Gold Company, Inc.
   ("Kershaw") for $2.0 million, thereby increasing its ownership interest in
   the Haile Mining Venture from 62.5% to 100%.

   On June 28, 1999, the Company acquired an additional 65% interest in the True
   North property in Alaska for cash of $28.1 million, thereby increasing its
   interest in the True North property to 100%.

   On December 24, 1999, the Company acquired the Timmins assets of Royal Oak
   Mines Inc. ("Pamour") for cash of $4.7 million and assumed certain
   environmental reclamation liabilities on the historic producing areas.

   On December 31, 1999, the Company acquired a further 1.7% of Omolon Gold
   Mining Company ("Omolon") (in addition to the 53% interest acquired in 1998)
   for cash of $0.3 million.

   The following is a summary of the 1999 acquisitions all of which were
   accounted for using the purchase method.



                                                                                                     ADDITIONAL
                                                                                                        1.7%
                                                                                                     INTEREST IN
                                                       LA TEKO    KERSHAW    TRUE NORTH    PAMOUR      OMOLON       TOTAL
                                                       -------    -------    ----------    ------    -----------    -----
                                                                                                  
    Fair value ascribed to net assets acquired:
      Property, plant and equipment..................   $26.3      $2.0        $28.1        $8.0        $1.3        $65.7
      Other assets (including cash of $0.6
        million).....................................     0.1        --           --          --         1.1          1.2
                                                        -----      ----        -----        ----        ----        -----
      Total assets...................................    26.4       2.0         28.1         8.0         2.4         66.9
      Less liabilities assumed.......................      --        --           --         3.3         2.1          5.4
                                                        -----      ----        -----        ----        ----        -----
                                                        $26.4      $2.0        $28.1        $4.7        $0.3        $61.5
                                                        =====      ====        =====        ====        ====        =====
    Purchase price
      Cash...........................................   $ 0.5      $2.0        $28.1        $4.7        $0.3        $35.6
      Common shares..................................    25.9        --           --          --          --         25.9
                                                        -----      ----        -----        ----        ----        -----
                                                        $26.4      $2.0        $28.1        $4.7        $0.3        $61.5
                                                        =====      ====        =====        ====        ====        =====


3.  ACCOUNTS RECEIVABLE

   Accounts receivable are comprised of the following:



                                                                  2001     2000
                                                                  -----    -----
                                                                     
    Taxes, interest and miscellaneous...........................  $ 8.3    $15.7
    Due from joint venture partners.............................    5.5      4.6
                                                                  -----    -----
                                                                  $13.8    $20.3
                                                                  =====    =====


                                       F-33


4.  INVENTORIES

   Inventories are comprised of the following:



                                                                  2001     2000
                                                                  -----    -----
                                                                     
    Gold bullion and gold in process............................  $15.1    $17.2
    Mine operating parts and supplies...........................   27.3     37.4
                                                                  -----    -----
                                                                  $42.4    $54.6
                                                                  =====    =====


5.  PROPERTY, PLANT AND EQUIPMENT

   The components of property, plant and equipment are as follows:



                                                                2001                                     2000
                                                -------------------------------------    -------------------------------------
                                                               ACCUMULATED                              ACCUMULATED
                                                              DEPRECIATION,                            DEPRECIATION,
                                                  COST,         DEPLETION       NET        COST,         DEPLETION       NET
                                                  NET OF           AND          BOOK       NET OF           AND          BOOK
                                                WRITE-DOWN    AMORTIZATION     VALUE     WRITE-DOWN    AMORTIZATION     VALUE
                                                ----------    -------------    ------    ----------    -------------    ------
                                                                                                      
    Producing properties
      Mineral properties......................    $  0.3         $   --        $  0.3      $  8.3         $   --        $  8.3
      Plant and equipment (amortized on a
        straight-line basis)..................     173.6           77.4          96.2       196.0           86.5         109.5
      Plant and equipment (amortized on
        unit-of-production basis).............     615.2          305.8         309.4       684.4          301.9         382.5
    Exploration properties....................       9.1             --           9.1         5.3             --           5.3
                                                  ------         ------        ------      ------         ------        ------
                                                  $798.2         $383.2        $415.0      $894.0         $388.4        $505.6
                                                  ======         ======        ======      ======         ======        ======



   During the year ended December 31, 2001, the Company disposed of certain
   mining assets with a cost base of $66.3 million and accumulated depreciation,
   depletion and amortization of $60.9 million and ceased to consolidate the
   Zimbabwe operations. During the year ended December 31, 2000, the Company
   disposed of certain mining assets with a cost base of $50.5 million and
   accumulated depreciation, depletion and amortization of $39.8 million.



    2001



   The assets disposed of in 2001 were comprised primarily of the Macassa mine
   and mill complex and the Candelaria property. The Macassa mine located in
   Kirkland Lake, Ontario and the Candelaria property located near Hawthorne,
   Nevada had been previously written down to their net realizable value. The
   gain on sale of these assets of $1.2 million is included in gain on sale of
   assets in the consolidated statement of operations. Since the assets were
   non-producing at the time of disposal, there are no amounts included in the
   results of operations for 2001.



    2000



   The assets disposed of in 2000 were comprised primarily of the Denton-Rawhide
   mine and other surplus tangible equipment. The Denton-Rawhide mine located
   near Falon, Nevada was in production when sold. The gain on sale of these
   assets of $2.5 million is included in gain on sale of assets in the
   consolidated statement of operations. During 2000, prior to disposal on March
   31, 2000, the Denton-Rawhide mine contributed $4.4 million of mining revenue,
   $0.6 million of interest income, $4.1 million of operating costs and
   depreciation and amortization of $1.0 million for a net loss of $0.1 million.



    1999



   There was no asset disposals in 1999.


   In addition, the difference in value arising from the repurchase of the
   Convertible Preferred Shares of Subsidiary Company of $25.7 million reduced
   the cost of property plant and equipment (see Note 14).

6.  LONG-TERM INVESTMENTS


   The quoted market value of the Company's interest in long-term investments is
   $17.5 million as at December 31, 2001 (December 31, 2000 -- $14.8 million).
   The book value of the long-term investments is comprised of the following as
   at December 31.





                                                                  2001     2000
                                                                  -----    -----
                                                                     
    Cost Basis..................................................  $ 9.7    $ 8.7
    Equity Basis................................................    3.2      5.7
                                                                  -----    -----
                                                                  $12.9    $14.4
                                                                  =====    =====



                                       F-34


7.  JOINT VENTURE INTERESTS

   The Company conducts a portion of its business through joint ventures under
   which the ventures are bound by contractual arrangements establishing joint
   control over the joint ventures. The Company records its proportionate share
   of assets, liabilities, revenue and operating expenses of the joint ventures.
   As at December 31, 2001, the Company had interests in four joint venture
   projects.

    (A)  KAMGOLD JOINT STOCK COMPANY

      The Company owns a 25% interest in, and the right to operate, Kamgold, a
      Russian joint stock company and is responsible for negotiating project
      financing. Since inception, the Company, had capitalized $6.4 million of
      acquisition costs and development expenditures. In light of depressed
      metal process and unsuccessful attempts to advance the project these costs
      were written off during 2000.

    (B)  OMOLON GOLD MINING COMPANY

      The Company owns a 54.7% interest in Omolon, a Russian joint stock
      company, which operates the Kubaka mine located in eastern Russia. A 50%
      interest was acquired as a result of the Kinam Gold Inc. ("Kinam")
      acquisition, and additional interests of 3.0% and 1.7% were acquired in
      December 1998 and 1999, respectively (see Note 2).


      The Board of Directors of Omolon approves annual budgets, approves
      dividends, and approves major transactions prior to execution by
      management. The Company has four of six director votes. The remaining two
      directors represent the Russian shareholders. The Russian shareholders
      nominate the Chairman of the Board, who exercises control over Board
      agenda items. All major transactions require a 75% majority of votes cast
      at any directors meeting. The shareholders are entitled to their pro-rata
      share of profits in the form of dividends and are obliged to make their
      pro-rata share of contributions if required.


    (C)  COMPANIA MINERA MARICUNGA

      The Company owns a 50% interest in Compania Minera Maricunga ("CMM"), a
      Chilean contractual mining company, which was acquired as a result of the
      Kinam acquisition. CMM owns the Refugio mine located in Central Chile. On
      June 1, 1999, the Company was appointed Operator of the Refugio mine and
      continues in that capacity. The Company provides services to CMM in the
      planning and conduct of exploration, development and mining, and related
      operations with respect to the Refugio Project Properties and the Refugio
      mine. The investment in CMM was written-off during 2000 (see Note 15).


      The Board of Directors of CMM approves annual budgets, approves
      distributions and approves major transactions prior to execution by
      management. The Company has 50 votes of 100 on all matters to be decided
      by the Board of Directors. In addition, suspension and recommencement of
      operations require unanimous consent of the Directors. The shareholders
      are entitled to their pro-rata share of profits in the form of
      distributions and are obliged to make their pro-rata share of
      contributions if required.


    (D)  E-CRETE, LLC

      The Company owns an 85.9% interest in E-Crete, an Arizona limited
      liability company. A 73.5% interest was acquired in 2000 by contributing
      assets and cash to the newly formed LLC. An additional 12.4% was acquired
      during 2001 by funding certain cash calls owed by the partner to the LLC.
      Project financing debt of $3.9 million has been guaranteed by the Company.


      The Board of Directors of E-Crete approves annual budgets, approves
      distributions and approves major transactions prior to execution by
      management. The Board of Directors vote on all matters in accordance with
      their ownership interest. The production facility was designed and built
      by the partner to the LLC and the partner provides the exclusive rights
      for the marketing and processing of the product. The shareholders are
      entitled to their pro-rata share of profits in the form of distributions
      and are obliged to make their pro-rata share of contributions if required.


                                       F-35


      The following table summarizes information contained in the consolidated
      financial statements relative to these joint venture interests:




                                                                       2001      2000      1999
                                                                       -----    ------    ------
                                                                                 
         Revenue.....................................................  $87.4    $ 98.9    $115.6
                                                                       =====    ======    ======
         Operating costs.............................................   57.9      66.4      80.8
         Depreciation, depletion and amortization....................   21.6      30.9      35.8
         Exploration.................................................    2.1       2.4       1.8
         Interest....................................................    3.6       6.0       7.0
         Write-down of property, plant and equipment.................     --      42.6      16.9
                                                                       -----    ------    ------
                                                                        85.2     148.3     142.3
                                                                       =====    ======    ======
         Income (loss) before taxes..................................  $ 2.2    $(49.4)   $(26.7)
                                                                       =====    ======    ======
         Current assets..............................................  $30.2    $ 56.6    $ 65.3
         Property, plant and equipment...............................   39.4      53.2     116.0
                                                                       -----    ------    ------
                                                                        69.6     109.8     181.3
         Current liabilities.........................................   20.3      40.0      39.7
         Long-term liabilities.......................................   13.1      33.2      53.3
                                                                       -----    ------    ------
         Net investment in joint ventures............................  $36.2    $ 36.6    $ 88.3
                                                                       =====    ======    ======
         Cash flow provided from operating activities................  $35.8    $ 24.1    $ 25.1
                                                                       =====    ======    ======
         Cash flow used in investing activities......................  $ 0.6    $  7.8    $ 10.4
                                                                       =====    ======    ======
         Cash flow used in financing activities......................  $21.9    $ 20.2    $  9.6
                                                                       =====    ======    ======



8.  FINANCIAL INSTRUMENTS

   The Company manages its exposure to fluctuations in commodity prices, foreign
   exchange rates and interest rates by entering into derivative financial
   instrument contracts in accordance with the formal risk management policies
   approved by the Company's Board of Directors. The Company does not hold or
   issue derivative contracts for speculative or trading purposes.

    (a)  COMMODITY RISK MANAGEMENT

      The profitability of the Company is directly related to the market price
      of gold and silver. The Company uses spot deferred contracts and fixed
      forward contracts to hedge against changes in commodity prices for a
      portion of its forecasted gold and silver production. Spot deferred
      contracts are forward sale contracts with flexible delivery dates that
      enable management to choose to deliver into the contract on a specific
      date or defer delivery until a future date. If delivery is postponed, a
      new contract price is established based on the old contract price plus a
      premium (referred to as "contango"). The Company uses written call options
      to economically hedge exposure to changes in spot gold prices.

      The outstanding number of ounces, average expected realized prices and
      maturities for the gold commodity derivative contracts as at December 31,
      2001 are as follows:



                                                                    SPOT DEFERRED                     CALL         AVERAGE
                                                                    OUNCES HEDGED     AVERAGE       OPTIONS        STRIKE
         EXPECTED YEAR OF DELIVERY                                     '000 OZ.        PRICE     SOLD '000 OZ.      PRICE
         -------------------------                                  --------------    -------    --------------    -------
                                                                                                       
         2002.....................................................       113           $271            50           $340
         2003.....................................................       100           $270           100           $320
         2004.....................................................       100           $270            50           $340
                                                                         ---           ----           ---           ----
         Total....................................................       313                          200
                                                                         ===                          ===


      There were no silver commodity derivative contracts outstanding as at
      December 31, 2001. As at December 31, 2000, the Company had spot deferred
      contracts for 550,000 ounces of gold and call options sold for 450,000
      ounces of gold.

      In August 2000, the Company closed out 150,000 ounces of gold forward
      sales contracts that were designated as hedges for 2001 and realized a
      gain of $4.7 million. This gain was deferred and will be included in
      income over the original delivery schedule of the various contracts.

      In February of 2001, the Company closed out 500,000 ounces of spot
      deferred contracts that were designated as hedges for 2001 to 2004 and
      realized proceeds of $21.1 million. This gain has been deferred and will
      be included in income over the original delivery schedule of the various
      contracts.

    (b)  FOREIGN CURRENCY RISK MANAGEMENT

      All sales revenues for the Company are denominated in U.S. dollars. The
      Company is exposed to currency fluctuations on expenditures which are
      denominated in Canadian dollars, Zimbabwe dollars, Russian rubles, Chilean
      pesos and other currencies. These potential currency fluctuations could
      have a significant impact on the cost of producing gold and the
      profitability of the Company. This risk is reduced, from time to time,
      through the use of foreign exchange forward contracts to lock in the
      exchange rates on future revenue flows.

                                       F-36


      As at December 31, 2001, the Company has foreign currency forward
      contracts to sell U.S. dollars and buy Canadian dollars of $24 million
      (2000 -- $54 million) at an average exchange rate of CDN $1.4934 per U.S.
      dollar. These contracts mature over a 24 month period ending December
      2003.

    (c)  INTEREST RATE RISK MANAGEMENT

      The Company is exposed to interest rate risk as a result of its issuance
      of variable rate debt. There are no interest rate hedging transactions
      outstanding as at December 31, 2001.

    (d)  ENERGY PRICE RISK

      The Company is exposed to changes in crude oil prices as a result of
      diesel fuel consumption at its operating mines, primarily Fort Knox and
      Kubaka. The potential fluctuations in crude oil prices could have a
      significant impact on the cost of producing gold and the profitability of
      the Company. This risk is reduced, from time to time, through the use of
      crude oil forward purchase contracts to lock in firmly committed future
      operating costs.

      As at December 31, 2001, the Company had agreements to buy 28,500 barrels
      of crude oil forward at a price of $20.83 per barrel. The fair value of
      these crude oil forward contracts approximates their carrying value at
      December 31, 2001.

    (e)  CREDIT RISK MANAGEMENT

      Credit risk relates to accounts receivable and derivative contracts and
      arises from the possibility that a counterparty to an instrument fails to
      perform. The Company only transacts with highly-rated counterparties and a
      limit on contingent exposure has been established for each counterparty
      based on the counterparty's credit rating. At December 31, 2001, the
      Company's gross credit exposure was $13.8 million (December 31, 2000 --
      $31.1 million).

    (f)   FAIR VALUES OF FINANCIAL INSTRUMENTS

      Carrying values for primary financial instruments, including cash and cash
      equivalents, bullion settlements and other accounts receivable, marketable
      securities, accounts payable and accrued liabilities, approximate fair
      values due to their short-term maturities. The carrying value for
      long-term debt (other than convertible debentures and redeemable
      retractable preferred shares) approximates fair value primarily due to the
      floating rate nature of the debt instruments.

      The fair value of the outstanding convertible debentures is based on the
      quoted market price of the debentures at the respective balance sheet
      dates and, as at December 31, 2001 and 2000, was approximately $71.8
      million (CDN $114.3 million) and $57.3 million (CDN $85.9 million),
      respectively. Fair value estimates for derivative contracts are based on
      quoted market prices for comparable contracts and represent the amount the
      Company would have received from, or paid to, a counterparty to unwind the
      contract at the market rates in effect at December 31. The following table
      represents the fair value (loss) gain relating to derivative contracts
      outstanding as at December 31:



                                                                       2001     2000
                                                                       -----    -----
                                                                          
         Gold and silver forward sales contracts(1)..................  $(3.6)   $10.7
         Foreign currency contracts(2)...............................   (1.5)    (0.3)


---------------

    (1)  Based on a spot gold price of $277 and $273 as at December 31, 2001 and
         2000, respectively.

    (2)  Based on a Canadian Dollar exchange rate of 1.5926 and 1.5002 at
         December 31, 2001, and 2000, respectively.

   The fair value of written call options is now recorded in the financial
   statements at each measurement date.

9.  LONG-TERM DEBT



                                                                                                        PRINCIPAL REPAYMENT
                                                                                                             SCHEDULE
                                                                                                      AS AT DECEMBER 31, 2001
                                                                                                      -----------------------
                                                                  INTEREST RATES    2000     2001     2002     2003     2004
                                                                  --------------    -----    -----    -----    -----    -----
                                                                                                      
    Kubaka project-financing debt...............................     Variable       $20.0    $ 4.2    $ 4.2    $  --    $  --
    Kubaka subordinated debt....................................     Variable         5.7       --       --       --       --
    Fort Knox industrial revenue bonds..........................     Variable        71.0     49.0     23.0     26.0       --
    E-Crete project financing debt..............................     Variable         2.8      3.3       --      3.3       --
    Capital leases..............................................    8.0%-9.5%        11.8      7.6      5.9      0.8      0.9
                                                                    ---------       -----    -----    -----    -----    -----
                                                                                    111.3     64.1    $33.1    $30.1    $ 0.9
                                                                                                      =====    =====    =====
    Less current portion........................................                     31.5     33.1
                                                                                    -----    -----
                                                                                    $79.8    $31.0
                                                                                    =====    =====



   All long-term debt is denominated in US dollars.


   The European Bank for Reconstruction and Development ("EBRD") and the U.S.
   Overseas Private Investment Corporation ("OPIC") provided project-financing
   debt on the Kubaka mine. As at December 31, 1999, this debt was $67.5
   million. In 2000, Omolon repaid $30.9 million and in 2001 repaid $28.9
   million leaving $7.75 million outstanding to EBRD as at December 31, 2001
   (December 31, 2000 --

                                       F-37


    $36.6 million). The Company's 54.7% proportionate share of these obligations
    is $4.2 million as at December 31, 2001 (December 31, 2000 -- $20.0
    million). Interest on the project-financing debt is variable based upon
    LIBOR and as at December 31, 2001 is approximately 6.2% per annum (December
    31, 2000 -- 11.8%). The project-financing debt has become recourse solely to
    Omolon after completion tests were passed in late 1999. The project
    financing debt was originally scheduled to be repaid by December 15, 2001.
    However, the project financing debt loan has been extended until December
    15, 2002, and EBRD has the right to extend the project financing debt an
    additional 12 months to December 15, 2003.

   A bank licensed to do business in Russia provided subordinated debt to
   finance the Kubaka mine. This loan was secured by a letter of credit issued
   pursuant to the syndicated credit facility. During 2001, the Company repaid
   $5.7 million to fully satisfy the remaining balance of the loan and the
   guarantees and letters of credit were released.

   The solid waste disposal facility at the Fort Knox mine was financed by $71.0
   million of tax-exempt industrial revenue bonds. The variable rate bonds,
   maturing in May 2009, were issued by the Alaska Industrial Development and
   Export Authority and are supported by a letter of credit issued by the
   Company pursuant to the syndicated credit facility. The floating interest
   rate on the bonds was approximately 1.9% as at December 31, 2001 (December
   31, 2000 -- 4.5%). On April 4, 2001, the Company repaid $22.0 million of
   principal leaving a balance of $49.0 million outstanding. On January 2, 2002,
   the Company repaid $9.0 million of principal leaving a balance outstanding of
   $40.0 million.

   In March 2000, the Company arranged a syndicated credit facility for $110.0
   million. The primary purpose of this facility is to provide credit support
   that enables the Company to issue letters of credit on the Fort Knox
   Industrial Revenue bonds. This facility matures in January 2003 and as a
   result, the debt supported by these letters of credit has been shown as
   maturing at the same time as the facility. Management will aggressively
   remarket this facility and expects to extend the maturity date of the $30.0
   million final balance. During the life of the credit facility the Company
   must either reduce its letters of credit according to an agreed upon
   amortization schedule or post cash in order to defease the debt. The assets
   of the Fort Knox mine have been pledged as collateral under this credit
   facility (Note 17).

    LOAN AMORTIZATION SCHEDULE



    DATE                                                            AMORTIZATION       CREDIT FACILITY BALANCE
    ----                                                          -----------------    -----------------------
                                                                                 
    December 2000...............................................  $              --             $90.0
    February 2001...............................................               20.0              70.0
    January 2002................................................               20.0              50.0
    June 2002...................................................               20.0              30.0
    January 2003................................................   Facility expires                --


   As at December 31, 2001, the loan facility had been reduced to $59.0 million.
   The letters of credit issued at December 31, 2001 were as follows:



    PURPOSE                                                 AMOUNT
    -------                                                 ------
                                                         
    Credit Support for Fort Knox industrial revenue         $49.9
      bonds...............................................
    Credit Support E-Crete project financing..............    3.9
    Reclamation and other obligations.....................    5.2
                                                            -----
                                                            $59.0
                                                            =====


   On January 2, 2002, the Company repaid $9.0 million of principal against the
   Industrial Revenue Bonds. Consequently, the letter of credit supporting those
   bonds was reduced by $9.2 million bringing the total letters of credit
   outstanding down to $49.8 million.

   The Company has capital leases for certain production equipment at its
   various operations. Interest on these leases ranges from 8.0%-9.5% per annum.

   In May 2000, E-Crete arranged a project finance loan which enabled it to
   finance construction of its first production plant in Phoenix, Arizona. The
   loan facility is guaranteed by a letter of credit issued pursuant to the
   syndicated credit facility.

10. SITE RESTORATION COSTS

   Although the ultimate amount of site restoration costs is uncertain, the
   Company estimates this obligation at $72.9 million based on information
   currently available including closure plans and applicable regulations. As at
   December 31, 2001, the Company has accrued $55.6 million of this estimated
   obligation (December 31, 2000 -- $57.2 million). In addition, the Company has
   posted bonds and letters of credit totaling $57.3 million as requested by
   various regulatory agencies. In view of uncertainties concerning future site
   restoration costs, ultimate costs could differ from the estimated amounts.
   Future changes, if any, in regulations and cost assumptions may be
   significant and will be recognized when applicable.

11. CONVERTIBLE DEBENTURES

   On December 5, 1996, the Company issued unsecured subordinated convertible
   debentures in the aggregate principal amount of $146.0 million (CDN $200.0
   million). The debentures bear interest at 5.5% per annum, mature on December
   5, 2006 and, at the holders' option, are convertible into common shares of
   the Company at a conversion price of CDN $13.35 per share, being a rate of
   74.906 common shares per CDN $1,000 principal amount of debentures. Interest
   is payable in cash; however, the Company has the right to settle the
   principal amount by the issuance of common shares. The debentures were
   redeemable after June 30, 2000 until December 31, 2001 at par plus accrued
   and unpaid interest under certain conditions relating to the price of the
   common stock. On or after December 31, 2001, the debentures are redeemable at
   par plus accrued and unpaid interest. No debentures were redeemed in either
   2000 or 2001. The Company may, at its option, elect to satisfy its obligation
   to pay the principal amount of the debentures upon redemption or at maturity
   by issuing and delivering to the holders, for each $1,000 principal amount

                                       F-38


    of debentures, that number of common shares obtained by dividing such amount
    by 95% of the weighted average trading price of the common shares on The
    Toronto Stock Exchange for the 20 consecutive trading days ending on the
    fifth trading day prior to the date that the requisite notice of such
    election is given.

   The debentures are being accounted for in accordance with their substance and
   are presented in the financial statements in their component parts, measured
   at their respective fair values at the time of issue. The debt component has
   been calculated as the present value of the required interest payments
   discounted at a rate approximating the interest rate that would have been
   applicable to non-convertible debt at the time the debentures were issued.
   Interest expense is determined on the debt component, such component being
   reduced by the required semi-annual interest payments. The difference between
   the debt component and the face value of the debentures is classified as
   equity, net of issue costs adjusted for income taxes. The equity component of
   the debentures, net of the value ascribed to the holders' option, is
   increased over the term to the full face value by charges to retained
   earnings (deficit).

   The debentures are denominated in Canadian dollars. As a result of changes in
   the exchange rate between the U.S. and Canadian dollars, the U.S. dollar
   equivalent of the debt component has been reduced. This unrealized foreign
   exchange gain is being deferred and included in income over the term of the
   debentures. Accordingly, included in the debt component of the debentures at
   December 31, 2001 is a deferred unrealized foreign exchange gain totalling
   $2.2 million (December 31, 2000 -- $1.7 million).

   During 2000, the Company bought back $0.15 million (CDN $0.2 million)
   principal amount of the debentures for $0.07 million (CDN $0.1 million). None
   were bought back in 2001.

   As at December 31, 2001, the outstanding principal amount of the debentures
   was $122.8 million (CDN $195.6 million) (December 31, 2000 -- $130.4 million
   (CDN $195.6 million)).

12. REDEEMABLE RETRACTABLE PREFERRED SHARES

   As at December 31, 2001 and 2000, 384,613 redeemable retractable preferred
   shares are outstanding and held by a senior officer and director of the
   Company.


   The holder of the redeemable retractable preferred shares is entitled to
   receive a CDN $0.80 per share fixed cumulative annual preferential cash
   dividend, payable in equal quarterly installments and, is entitled at any
   time to convert all or any part of the redeemable retractable preferred
   shares into common shares on the basis of 8.2555 common shares for each
   redeemable retractable preferred share so converted, subject to anti-
   dilution adjustments. The Company may at any time redeem, upon a minimum
   thirty day notice, all or any part of the redeemable retractable preferred
   shares at a price of CDN $10.00 per share, together with unpaid dividends
   accrued to the date of redemption. The holder of the redeemable retractable
   preferred shares is entitled to require the Company to redeem for cash all or
   any part of the redeemable retractable preferred shares at this price. On
   July 27, 2000, the Company suspended the payment of dividends on the
   redeemable retractable preferred shares as permitted under the terms of the
   shares. As at December 31, 2001, $0.3 million of cumulative dividends are
   accrued and included in accounts payable and accrued liabilities.


13. CONVERTIBLE PREFERRED SHARES OF SUBSIDIARY COMPANY

   The convertible preferred shares of subsidiary company comprise 1,840,000
   shares of $3.75 Series B Convertible Preferred Shares of Kinam ("Kinam
   Preferred Shares"). The Kinam Preferred Shares are convertible into common
   shares of the Company at a conversion price of $10.3073 per share (equivalent
   to a conversion rate of 4.8512 common shares for each preferred share),
   subject to adjustment in certain events.

   The Kinam Preferred Shares are redeemable at the option of the Company at any
   time on or after August 15, 1997, in whole or in part, for cash initially at
   a redemption price of $52.625 per share declining ratably annually to $50.00
   per share on or after August 15, 2004, plus accrued and unpaid dividends.

   Annual cumulative dividends of $3.75 per share are payable quarterly on each
   February 15, May 15, August 15 and November 15, as and if declared by Kinam's
   Board of Directors.

   On July 12, 2001, the Company acquired 945,400 Kinam Preferred Shares in
   exchange for 24,186,492 common shares of the Company (Note 14), leaving
   894,600 owned by non-controlling shareholders.


   No dividends were paid on the Kinam Preferred Shares during 2001 (2000 --
   $3.4 million). Due to low gold prices and reduced cash flow from operations,
   dividend payments on these shares were suspended in accordance with their
   terms in August 2000 and continue to remain suspended. The cumulative
   dividends in arrears on the Kinam Preferred Shares owned by non-controlling
   shareholders of $5.1 million as at December 31, 2001 have been accrued and
   included in the carrying value of the convertible preferred shares of
   subsidiary company.


   If all of the Kinam Preferred Shares owned by non-controlling shareholders
   were converted, an additional 4,339,884 common shares of the Company would be
   issued.

                                       F-39


14. COMMON SHARE CAPITAL

   The authorized share capital of the Company is comprised of an unlimited
   number of common shares.

   A summary of common share transactions for the three years ended December 31,
   2001 is as follows:



                                                               2001                  2000                  1999
                                                        -------------------   -------------------   -------------------
                                                        NUMBER OF             NUMBER OF             NUMBER OF
                                                          SHARES                SHARES                SHARES
                                                        (MILLIONS)   AMOUNT   (MILLIONS)   AMOUNT   (MILLIONS)   AMOUNT
                                                        ----------   ------   ----------   ------   ----------   ------
                                                                                               
    Balance, January 1,...............................    300.9      $913.2     300.3      $920.3     292.6      $904.2
    Issued:
      Upon acquisition of Kinam preferred shares......     24.2       23.2         --         --         --          --
      Pursuant to the La Teko acquisition.............       --         --         --         --       10.5        25.9
      Under restricted share plan.....................      0.1        0.1         --         --         --          --
      Under employee share purchase plan..............      1.2        0.8        2.1        1.8        0.9         2.0
      Upon buy-back of common shares under normal
        course issuer bid.............................       --         --       (3.5)     (10.3)      (3.7)      (11.8)
      Upon the acquisition of George/Goose Lake Gold
        Project.......................................      4.0        3.8         --         --         --          --
      Private placement for cash......................      4.3        4.6        2.0        1.4         --          --
                                                          -----      ------     -----      ------     -----      ------
    Balance, December 31,.............................    334.7      $945.7     300.9      $913.2     300.3      $920.3
                                                          =====      ======     =====      ======     =====      ======



   On July 12, 2001, the Company issued 24,186,492 common shares valued at $23.2
   million to acquire 945,400 Kinam Preferred Shares plus rights to accrued but
   unpaid dividends with a book value of $48.9 million (Note 13). The $25.7
   million difference between the fair value of the Company's common stock on
   the date of announcement and the book value of the Kinam Preferred Shares
   owned by the non-controlling shareholders was applied against the carrying
   values of certain property, plant and equipment.


   On September 27, 2001, the Company issued 2,000,000 flow-through common
   shares under a private placement transaction, for cash consideration of $2.1
   million. On December 10, 2001 an additional 2,250,000 flow-through common
   shares were issued under a private placement transaction for cash
   consideration of $2.5 million.

   On December 14, 2001, the Company issued 4,000,000 common shares to acquire a
   100% interest in the George/Goose Lake gold project in Nunavut valued at $3.8
   million.

   On December 22, 2000, the Company issued 2,000,000 flow-through common shares
   under a private placement transaction, for cash consideration of $1.4
   million.

   During the years 2000 and 1999, the Company initiated normal course issuer
   bids for the purchase of common shares of the Company. The excess of the
   stated capital of the shares purchased over their cost has been recorded as
   contributed surplus as follows:



                                                                    NUMBER OF
                                                                  COMMON SHARES
                                                                    PURCHASED        COST OF      STATED     CONTRIBUTED
                                                                   (MILLIONS)      ACQUISITION    CAPITAL      SURPLUS
                                                                  -------------    -----------    -------    -----------
                                                                                                 
    2000........................................................       3.5            $5.3         $10.3        $5.0
    1999........................................................       3.7            $7.5         $11.8        $4.3


   On February 26, 1999, the Company issued 10.5 million common shares pursuant
   to the La Teko acquisition.


   Share Purchase Plan: the Company has an employee share purchase plan whereby
   employees of the Company have an opportunity to purchase common shares. The
   plan allows employees to contribute up to a maximum of 10% of their base
   annual salary. In addition, the Company matches the employees' contributions.
   Quarterly, the Company issues from treasury common shares equal to the
   employees' contribution and the Company's contribution. The common shares are
   purchased based on the average of the last twenty trading sessions prior to
   the end of the quarter. The Company issued from treasury 1.2 million common
   shares pursuant to the plan during 2001 (2000 -- 2.1 million).



   Restricted Share Plan: on February 15, 2001, the Company approved the
   adoption of a restricted share plan. The restricted share plan provides that
   restricted share rights may be granted to employees, officers, directors and
   consultants of the Company as a discretionary payment in consideration of
   past services. A restricted share right is exercisable into one common share
   entitling the holder to acquire the common share for no additional
   consideration. The maximum number of common shares issuable under the
   restricted share plan is currently 1,000,000. A participant of this plan
   would have the right to receive cash instead of restricted shares upon
   exercise of the restricted share rights. As at December 31, 2001, the Company
   had no restricted share rights outstanding.



   Stock Option Plan: the Company has a stock option plan for directors,
   officers and employees, enabling them to purchase common shares. The total
   number of options outstanding at any time cannot exceed 10% of the total
   number of outstanding common shares. Each option granted under the plan is
   for a maximum term of five years and options granted before July 20, 2000 are
   exercisable as to 33.33% each year, commencing one year after the date of
   grant. Options granted from July 20, 2000 to September 19, 2001 are
   exercisable 50% immediately and 50% on or after the first anniversary date of
   such grant. Options granted to the Chairman, President and Directors,
   subsequent to September 19, 2001 are exercisable as to 33.33% each year
   commencing one year after the date of grant. Options granted to all other
   officers and employees, subsequent to September 19, 2001, are exercisable as
   to 50% each year commencing one year after the date of grant. The exercise
   price is determined by the Company's Board of Directors at the time the
   option is granted, subject to regulatory approval and may not be less than
   the


                                       F-40



    closing market price of the common shares on the trading day prior to the
    grant of the option or, if no stock was traded on that day, on the last
    trading day prior to the grant of the option. The stock options outstanding
    at December 31, 2001 expire at various dates to September 20, 2006. As at
    December 31, 2001, 0.6 million common shares, in addition to those
    outstanding at year end, were available for granting of options.


   A summary of the Company's outstanding stock option transactions is as
   follows:



                                                                     2001          2000          1999
                                                                  ----------    ----------    ----------
                                                                  (MILLIONS)    (MILLIONS)    (MILLIONS)
                                                                                     
    Outstanding at beginning of year............................     11.3          10.5           8.4
    Exercised...................................................       --            --            --
    Granted.....................................................      1.4           3.6           2.1
    Exchanged pursuant to the La Teko acquisition...............       --            --           0.6
    Cancelled...................................................     (1.0)         (2.8)         (0.6)
                                                                     ----          ----          ----
    Outstanding at end of year..................................     11.7          11.3          10.5
                                                                     ====          ====          ====


   The following table summarizes information about the stock options
   outstanding at December 31, 2001:



                                                                     OPTIONS OUTSTANDING                    OPTIONS EXERCISABLE
                                                       -----------------------------------------------    -----------------------
                                                                                                            NUMBER
                                                           NUMBER            WEIGHTED                     EXERCISABLE
                                                       OUTSTANDING AS         AVERAGE         WEIGHTED       AS AT       WEIGHTED
                                                        AT DECEMBER          REMAINING        AVERAGE      DECEMBER      AVERAGE
                                                          31, 2001          CONTRACTUAL       EXERCISE     31, 2001      EXERCISE
    RANGE OF EXERCISE PRICES                              (000'S)              LIFE            PRICE        (000'S)       PRICE
    ------------------------                           --------------    -----------------    --------    -----------    --------
                                                                                                          
    $0.65 - $2.00....................................      6,958         3 years, 167 days     $1.05         3,372        $0.70
    $2.01 - $4.00....................................      4,580          1 year, 102 days     $2.60         4,565        $2.60
    $4.01 - $10.93...................................        212         2 years, 157 days     $6.89           212        $6.89


   Common Share Purchase Warrants There were 8.8 million common share purchase
   warrants issued in 1998 to Cyprus Amax as part of the Kinam acquisition which
   expired on June 1, 2001 without being exercised.

15. WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT


   The Company periodically reviews the carrying values of its portfolio of
   mining development and reclamation properties. Through this process the
   Company determined that the following assets had been impaired and therefore
   have been written down to their estimated recoverable amount.


   The components of the write-down are as follows:




                                                                 2001      2000      1999
                                                                ------    ------    ------
                                                                           
Fort Knox mine -- producing mine............................    $   --    $   --    $108.8
Kubaka mine -- producing mine...............................        --        --      10.7
Refugio mine -- producing mine..............................        --      36.1      11.2
Denton-Rawhide mine -- producing mine.......................        --        --      10.0
Blanket mine -- producing mine..............................      11.8        --        --
Goldbanks property -- development project...................        --        --      27.7
Aginskoe project -- development project.....................        --       6.5        --
Delamar property -- reclamation project.....................       4.3       7.2        --
Haile property -- reclamation project.......................        --       0.1      16.5
Macassa property -- reclamation project.....................        --       7.5        --
Sleeper property -- reclamation project.....................        --       2.9        --
Hayden Hill property -- reclamation project.................        --       2.8        --
Candelaria property -- reclamation project..................        --       2.1        --
Guanaco property -- reclamation project.....................        --       2.1        --
Q.R. property -- reclamation project........................        --       1.8        --
Other.......................................................        --       3.0        --
                                                                ------    ------    ------
                                                                $ 16.1    $ 72.1    $184.9
                                                                ======    ======    ======



   The 2001 fourth quarter review was performed using a gold price assumption of
   $300 per ounce.


   In the fourth quarter of 2001, following a comprehensive review of its mining
   properties on the basis set out in Note 1, the Company determined that the
   estimated cost to reclaim the DeLamar mine was insufficient and required a
   further $4.3 million accrual. This adjustment was required due to a
   reassessment of the amount of water to be reclaimed from this site. In
   addition, as a result of the extreme inflationary pressures within Zimbabwe,
   difficulty in accessing foreign currency to pay for imported goods and
   services and the current civil unrest, the Company has recorded a write-down
   of the carrying value of the Blanket mine by $11.8 million (including cash of
   $1.5 million). Furthermore, the current political situation in Zimbabwe and
   the related social and economic instability have prevented the Company from
   continuing to exercise control of its subsidiary in Zimbabwe, which operates
   the Blanket mine. Consequently, the imposition of severe foreign exchange and
   currency export restrictions and the uncertainty as to whether the Zimbabwean
   subsidiary had the ability to distribute its earnings, the Company has
   discontinued


                                       F-41


    the consolidation of the Zimbabwean subsidiary effective December 31, 2001.
    The investment in the subsidiary is nil following the write-down of the
    Blanket mine described above.

   In the fourth quarter of 2000, following a comprehensive review of its mining
   properties on the basis set out in Note 1, the Company determined that the
   net recoverable amounts of the Refugio mine and other non-core assets and
   development projects (principally Aginskoe, DeLamar, Macassa, Guanaco,
   Sleeper, QR and Hayden Hill) were less than the net book value of the related
   assets. As a result of this review, the Company recorded a pre-tax write-down
   totaling $72.1 million to write-down these mining properties and other
   development projects and non-core assets to their estimated recoverable
   amounts. The 2000 fourth quarter review was performed using a gold price
   assumption of $300 per ounce.

   In the fourth quarter of 1999, following a comprehensive evaluation of its
   mining properties on the basis set out in Note 1, the Company determined that
   the net recoverable amounts of the Fort Knox, Kubaka, Refugio, and
   Denton-Rawhide mines were less than the net book value of the related assets.
   As a result of this review, the Company recorded a pre-tax write-down
   totalling $184.9 million to write-down these mining properties and other
   development projects and non-core assets to their estimated recoverable
   amounts. The 1999 fourth quarter review was performed using a gold price
   assumption of $300 per ounce.

16. INCOME AND MINING TAXES

    (a)  The provision for (recovery of) income and mining taxes is as follows:



                                                                       2001    2000     1999
                                                                       ----    -----    ----
                                                                               
         Income taxes
           Current
             Canada(i)...............................................  $0.2    $ 0.3    $0.3
             Foreign.................................................  2.7       4.1     2.6
           Future
             Canada..................................................   --        --      --
             Foreign.................................................   --        --      --
         Mining taxes
           Current -- Canada.........................................   --        --      --
           Future -- Canada..........................................   --      (3.5)     --
                                                                       ----    -----    ----
                                                                       $2.9    $ 0.9    $2.9
                                                                       ====    =====    ====


       (i)  Represents Large Corporations Tax.

    (b)  The reconciliation of the combined Canadian federal and provincial
         statutory income tax rate to the effective tax rate is as follows:




                                                                       2001     2000     1999
                                                                       -----    -----    -----
                                                                                
         Combined statutory income tax rate..........................  (41.1)%  (42.0)%  (43.0)%
         Increase (decrease) resulting from:
           Mining taxes..............................................     --     (2.9)      --
           Resource allowance and depletion..........................    4.7      0.2      0.1
           Difference in foreign tax rates...........................   10.2     12.0      9.8
           Non-recognition of benefit of losses......................   35.7     33.1     31.3
           Other.....................................................    0.6      0.4      3.1
                                                                       -----    -----    -----
         Effective tax rate..........................................   10.1%     0.8%     1.3%
                                                                       =====    =====    =====



    (c)  At December 31, 2001, the Company has Canadian net operating loss
         carryforwards of approximately $20.3 million which expire in 2006 to
         2008.

    (d)  At December 31, 2001, the Company has U.S. net operating losses
         carryforward of approximately $244.5 million and alternative minimum
         tax net operating losses of approximately $153.5 million expiring in
         2004 through 2021. The use of the U.S. losses carryforward will be
         limited in any given year as a result of previous changes in ownership
         of the Company.

    (e)  At December 31, 2001, the Company has Chilean net operating losses
         carryforward of approximately $131.8 million which do not expire.

    (f)   At December 31, 2001, the Company has Australian net operating losses
          carryforward of approximately $8.1 million which do not expire.

    (g)  The following information summarizes the principal temporary
         differences and the related future tax effect.

                                       F-42




                                                                        2001      2000      1999
                                                                       ------    ------    ------
                                                                                  
         Future tax assets
           Accrued expenses and other................................  $  4.4    $  5.1    $  1.8
           Site restoration cost accruals............................     5.9      10.5      10.8
           Deferred revenue..........................................      --       1.4       3.3
           Alternative minimum tax credits...........................     8.0       5.7       9.5
           Non-capital loss carryforwards............................   123.7     129.1     103.8
           Inventory capitalization..................................     0.2       0.5       1.9
                                                                       ------    ------    ------
           Gross future tax assets...................................   142.2     152.3     131.1
         Future tax liabilities
           Property, plant and equipment.............................    41.9      20.0      29.6
                                                                       ------    ------    ------
           Gross future tax liabilities..............................    41.9      20.0      29.6
                                                                       ------    ------    ------
                                                                        100.3     132.3     101.5
         Valuation allowance.........................................   103.6     135.8     108.8
                                                                       ------    ------    ------
         Net future tax liabilities..................................  $  3.3    $  3.5    $  7.3
                                                                       ======    ======    ======


17. SEGMENTED INFORMATION

   The Company operates five gold mines: Hoyle Pond, located in Ontario; Kubaka
   (54.7% ownership), located in Russia; Fort Knox, located in Alaska; Blanket,
   located in Zimbabwe and Refugio, located in Chile.

   In addition to its producing gold mines, the Company has an 85.9% interest in
   E-Crete, a producer of aerated concrete, and several other gold mining assets
   in various stages of reclamation, closure, care and maintenance and
   development, and two corporate offices in Canada and the United States. The
   accounting policies used by these segments are the same as those described in
   the Summary of Significant Accounting Policies (see Note 1).

   As the products and services in each of the reportable segments, except for
   the corporate activities, are essentially the same, the reportable segments
   have been determined at the level where decisions are made on the allocation
   of resources and capital, and where complete internal financial statements
   are available.

                                       F-43





                                                       REPORTABLE OPERATING SEGMENTS
                                    -------------------------------------------------------------------
                                                                       BLANKET                              CORPORATE
                                    HOYLE    KUBAKA    FORT KNOX    (SEE NOTE 15)    REFUGIO    E-CRETE    AND OTHER(C)    TOTAL
                                    -----    ------    ---------    -------------    -------    -------    ------------    ------
                                                                                                   
    AS AT AND FOR THE YEAR ENDED
      DECEMBER 31, 2001
    Mining revenue................  $41.7    $67.8      $109.0          $13.3         $18.4      $  --       $   19.9      $270.1
    Interest income...............     --      2.2          --            0.1            --         --            2.9         5.2
    Interest expense..............     --      2.0         3.6             --           0.4        0.3            2.8         9.1
    Depreciation, depletion and
      amortization................   13.2     24.0        42.9            2.3            --        1.1            2.3        85.8
    Write-down of mineral
      properties..................     --       --          --           11.8            --         --            4.3        16.1
    Segment (loss) profit(a)......   (0.7)     8.7       (20.9)         (10.8)          1.7       (3.9)          (2.0)      (27.9)
    Segment assets................   86.6     70.3       324.3             --           7.0        8.5           80.9(b)    577.6
    Capital expenditures..........    7.9      0.4        20.2            1.1            --        0.1            0.7        30.4
    AS AT AND FOR THE YEAR ENDED
      DECEMBER 31, 2000
    Mining revenue................  $38.4    $67.7      $102.8          $ 9.3         $23.8      $  --       $   29.0      $271.0
    Interest income...............     --      2.1          --            0.5            --         --            6.6         9.2
    Interest expense..............     --      3.5         5.7             --           0.7         --            4.4        14.3
    Depreciation, depletion and
      amortization................   13.1     30.8        31.9            2.2           3.9         --           11.3        93.2
    Write-down of mineral
      properties..................     --       --          --             --          36.1         --           36.0        72.1
    Segment (loss) profit(a)......   (8.3)     2.2        (9.7)          (1.3)        (40.3)      (1.3)         (42.5)     (101.2)
    Segment assets................   96.8    122.6       345.0           12.0           9.4        7.9          106.3(b)    700.0
    Capital expenditures..........   13.9      0.1        17.6            1.5           3.2        4.3            1.0        41.6
    AS AT AND FOR THE YEAR ENDED
      DECEMBER 31, 1999
    Mining revenue................  $38.1    $71.0      $ 98.3          $10.3         $25.2         --       $   61.1      $304.0
    Interest income...............     --      3.0         0.3            0.7           0.1         --            6.8        10.9
    Interest expense..............     --      5.4         5.7             --           0.8         --            3.9        15.8
    Depreciation, depletion and
      amortization................   12.2     35.9        43.9            1.0           4.9         --           13.0       110.9
    Write-down of mineral
      properties..................     --     10.6       108.8             --          11.2         --           54.3       184.9
    Segment (loss) profit(a)......   (2.9)   (13.5)     (129.2)           1.7         (17.5)        --          (64.7)     (226.1)
    Segment assets................  102.7    148.3       357.7            8.7          47.1         --          217.9(b)    882.4
    Capital expenditures..........   18.6      1.1         9.5            0.9           8.0         --            5.9        44.0



---------------

    (a)  Segment (loss) profit includes the write-down of property, plant and
         equipment.

    (b)  Includes $64.4 million (2000 -- $53.4 million, 1999 -- $86.5 million)
         in cash and cash equivalents held at the Corporate level.

    (c)  Includes Corporate and other non-core mining operations.

    RECONCILIATION OF REPORTABLE OPERATING SEGMENT LOSS TO NET LOSS FOR THE
    YEAR:



                                                                   2001      2000       1999
                                                                  ------    -------    -------
                                                                              
    Segment loss................................................  $(25.9)   $ (58.7)   $(161.4)
    Add (deduct) items not included in segment loss:
    Corporate and other.........................................    (2.0)     (42.5)     (64.7)
                                                                  ------    -------    -------
                                                                   (27.9)    (101.2)    (226.1)
    Gain on sale of assets......................................     1.2        4.1        0.1
    Share in loss of investee companies.........................    (2.2)      (8.1)      (0.3)
    Write-down of marketable securities and long-term
      investments...............................................      --      (13.1)      (4.6)
    Provision for income and mining taxes.......................    (2.9)      (0.9)      (2.9)
    Dividends on convertible preferred shares of subsidiary
      company...................................................    (5.1)      (6.9)      (6.9)
                                                                  ------    -------    -------
    Net loss for the year.......................................  $(36.9)   $(126.1)   $(240.7)
                                                                  ======    =======    =======


                                       F-44


    ENTERPRISE-WIDE DISCLOSURE:

   Geographic information:



                                                                                                   PROPERTY,
                                                                                                   PLANT AND
                                                                        MINING REVENUE             EQUIPMENT
                                                                  --------------------------    ----------------
                                                                   2001      2000      1999      2001      2000
                                                                  ------    ------    ------    ------    ------
                                                                                           
    United States...............................................  $123.3    $123.9    $134.1    $289.8    $339.2
    Russia......................................................    67.8      67.7      71.0      31.0      53.2
    Chile.......................................................    18.7      28.1      31.7        --        --
    Other.......................................................    13.3       9.3      10.3       5.3      15.4
                                                                  ------    ------    ------    ------    ------
    Total foreign...............................................   223.1     229.0     247.1     326.1     407.8
    Canada......................................................    47.0      42.0      56.9      88.9      97.8
                                                                  ------    ------    ------    ------    ------
    Total.......................................................  $270.1    $271.0    $304.0    $415.0    $505.6
                                                                  ======    ======    ======    ======    ======



   The Company is not economically dependent on a limited number of customers
   for the sale of its product because gold an be sold through numerous
   commodity market traders worldwide. In 2001, sales to four customers totalled
   $46.5 million, $43.3 million, $32.0 million and $26.8 million, respectively.
   In 2000, sales to three customers totalled $42.3 million, $26.0 million and
   $24.6 million, respectively. In 1999, sales to four customers totalled $80.0
   million, $58.4 million, $40.7 million and $37.7 million, respectively.


18. EMPLOYEE PENSION AND RETIREMENT PLANS

   Defined Contribution Pension and Retirement Plans:

   The Company has several defined contribution pension and retirement plans
   covering substantially all employees in North America and certain foreign
   countries. Under these plans the Company either contributes a set percentage
   of the employees salary into the plan or matches a percentage of the
   employees contributions. The employees are able to direct the contributions
   into a variety of investment funds offered by the plans. Company
   contributions to these plans amounted to $2.1 million in 2001, $2.2 million
   in 2000, and $2.3 million in 1999.

   Defined Benefit Pension Plans:


   In Canada, the Company has a defined benefit pension plan covering the hourly
   employees of the Macassa mine. The plan is currently in the process of being
   wound up as of November 30, 2001. No further benefit will be earned by
   employees under that plan and there were no material curtailment gains or
   losses that the Company was able to estimate at December 31, 2001.


   In the United States, defined benefit plans cover former employees of the
   Candelaria and DeLamar mines, and certain U.S. employees of the mines
   previously owned by Kinam. Prior to the Kinam acquisition, all employees in
   the U.S. employed by Kinam were covered by a non-contributory defined benefit
   pension plan. That plan was frozen on June 1, 1998 and all active employees
   were transferred into the Company's defined contribution pension plan.
   Benefits under these plans are based on either the employee's compensation
   prior to retirement or stated amounts for each year of service with the
   Company. The Company makes annual contributions to the plans in accordance
   with applicable provincial legislation for the Canadian plan and the
   requirements of the Employee Retirement Income Security Act of 1974 (ERISA)
   for U.S. plans.

   Net annual pension expense includes the following components:



                                                                  2001    2000    1999
                                                                  ----    ----    ----
                                                                         
    Service cost................................................  $0.1    $0.1    $0.1
    Interest cost...............................................   0.7     0.7     0.7
    Expected return on assets...................................  (0.8)   (0.8)   (0.3)
                                                                  ----    ----    ----
    Net periodic expense........................................  $ --    $ --    $0.5
                                                                  ====    ====    ====


   The following table summarizes the change in benefit obligations:



                                                                    2001     2000
                                                                    -----    -----
                                                                       
    Benefit obligation, beginning of year.......................    $10.8    $ 9.9
    Service cost................................................      0.1      0.1
    Interest cost...............................................      0.7      0.7
    Actuarial loss..............................................      0.6      0.7
    Benefits paid...............................................     (0.6)    (0.6)
                                                                    -----    -----
    Benefit obligation, end of year.............................    $11.6    $10.8
                                                                    =====    =====


   The following table summarizes the funded status of the plans and the related
   amounts recognized in the Company's financial statements at December 31:

                                       F-45




                                                                  2001     2000
                                                                  -----    -----
                                                                     
    Projected Benefit obligations...............................  $11.6    $10.8
    Plan assets at fair value...................................  (10.3)    (9.6)
                                                                  -----    -----
    Plan assets less than projected Benefit obligations.........    1.3      1.2
    Unrecognized net gain (loss)................................   (0.9)     0.3
                                                                  -----    -----
    Accrued pension liability...................................  $ 0.4    $ 1.5
                                                                  =====    =====


   The following table summarizes the change in fair value of plan assets:



                                                                  2001     2000
                                                                  -----    ----
                                                                     
    Fair value of plan assets, beginning of year................  $ 9.6    $9.0
    Actual return...............................................    0.4     0.5
    Employer contributions......................................    1.0     0.8
    Benefits paid...............................................   (0.6)   (0.6)
    Other.......................................................   (0.1)   (0.1)
                                                                  -----    ----
    Fair value of plan assets, end of year......................  $10.3    $9.6
                                                                  =====    ====


   The following assumptions were used in calculating the funded status of the
   plans at December 31 and the pension cost for the subsequent year:



                                                                  2001    2000
                                                                  ----    ----
                                                                    
    Expected long-term rate of return on assets.................  7.5%    8.0%
    Discount rate...............................................  7.0%    7.5%
    Rate of increase in compensation levels.....................  n/a     n/a


19. POST-RETIREMENT BENEFITS OTHER THAN PENSIONS

   The Company also provides certain health care and life insurance benefits to
   retired employees in the United States. The post-retirement health care plans
   are contributory in certain cases based upon years of service, age, and
   retirement date. The Company does not fund post-retirement benefits other
   than pensions and may modify plan provisions at its discretion. Net periodic
   post-retirement costs for the years ended December 31, 2001 and 2000 were
   insignificant.

   The following table sets forth the status of the plans and the related
   amounts recognized in the Company's financial statements at December 31:



                                                                  2001     2000
                                                                  -----    -----
                                                                     
    Accumulated post-retirement benefit obligation:
      Retirees..................................................  $ 2.8    $ 2.5
      Active plan participants..................................     --       --
                                                                  -----    -----
    Total accumulated post-retirement benefit obligation........    2.8      2.5
    Plan assets at fair value...................................     --       --
                                                                  -----    -----
    Accumulated post-retirement benefit obligation in excess of
      plan assets...............................................   (2.8)    (2.5)
    Unrecognized prior service cost.............................     --       --
    Unrecognized net loss (gain)................................    0.1     (0.1)
                                                                  -----    -----
    Accrued post-retirement benefit cost........................  $(2.7)   $(2.6)
                                                                  =====    =====


   The accumulated post-retirement benefit obligation was determined using a
   weighted average annual discount rate of 7.0% in 2001 and 7.75% in 2000. The
   assumed health care trend rate for 2001 is 10.65% declining gradually to
   5.50% in 2017 when Company costs associated with the plan are capped. A 1%
   increase in the health care cost trend rate used would have resulted in an
   insignificant increase in the 2001 post-retirement benefit cost and the
   accumulated benefit obligation at December 31, 2001.

   Post-employment Benefits The Company has a number of post-employment plans
   covering severance, disability income, and continuation of health and life
   insurance for disabled employees. At December 31, 2001 and 2000, the
   Company's liability for post-employment benefits totaled $1.5 million and
   $2.4 million, respectively, and is included in other liabilities.

20. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES

   The consolidated financial statements have been prepared in accordance with
   Canadian generally accepted accounting principles ("CDN GAAP") which differ
   from those principles that the Company would have followed had its
   consolidated financial statements been prepared in accordance with generally
   accepted accounting principles in the United States ("U.S. GAAP").

                                       F-46


   Material variations between financial statement items under CDN GAAP and the
   amounts determined using U.S. GAAP are as follows:

    CONSOLIDATED BALANCE SHEETS:



                                                                   DEFERRED         DEBT
                                                       PROPERTY,    CHARGES      COMPONENT
                             LONG-TERM    MARKETABLE   PLANT AND   AND OTHER   OF CONVERTIBLE      OTHER      DEFERRED
                            INVESTMENTS   SECURITIES   EQUIPMENT    ASSETS       DEBENTURES     LIABILITIES   REVENUE
                            -----------   ----------   ---------   ---------   --------------   -----------   --------
                                                                                         
    As at December 31,
     2001 under CDN
     GAAP.................     $12.9         $1.5       $415.0       $11.0         $ 28.1          $ --         $9.6
    Recognition of
     deferred exchange
     gains on convertible
     debentures(a)........        --           --           --          --             --            --           --
    Elimination of the
     effects of
     recognition of the
     equity component of
     convertible
     debentures(a)........        --           --           --         0.5           94.7            --           --
    Additional write-down
     of property, plant
     and equipment under
     U.S. GAAP(b).........        --           --        (60.5)         --             --            --           --
    Reduction in
     depreciation,
     depletion and
     amortization under
     U.S. GAAP(b).........        --           --         17.9          --             --            --           --
    Reversal of 1991
     deficit
     elimination(c).......        --           --           --          --             --            --           --
    Unrealized gains on
     marketable securities
     and long-term
     investments(d).......       4.6          0.3           --          --             --            --           --
    Adoption of SFAS
     133(e)...............        --           --           --          --             --           4.6         (9.6)
    Premium on
     flow-through shares
     issued(f)............        --           --           --          --             --           1.1           --
                               -----         ----       ------       -----         ------          ----         ----
    As at December 31,
     2001 under U.S.
     GAAP.................     $17.5         $1.8       $372.4       $11.5         $122.8          $5.7         $ --
                               =====         ====       ======       =====         ======          ====         ====


                                EQUITY                            ACCUMULATED
                              COMPONENT                COMMON        OTHER
                            OF CONVERTIBLE              SHARE    COMPREHENSIVE
                              DEBENTURES     DEFICIT   CAPITAL     INCOME(1)
                            --------------   -------   -------   -------------
                                                     
    As at December 31,
     2001 under CDN
     GAAP.................      $124.8       $(726.0)  $945.7        $  --
    Recognition of
     deferred exchange
     gains on convertible
     debentures(a)........       (20.2)         20.2       --           --
    Elimination of the
     effects of
     recognition of the
     equity component of
     convertible
     debentures(a)........      (104.6)         10.4       --           --
    Additional write-down
     of property, plant
     and equipment under
     U.S. GAAP(b).........          --         (60.5)      --           --
    Reduction in
     depreciation,
     depletion and
     amortization under
     U.S. GAAP(b).........          --          17.9       --           --
    Reversal of 1991
     deficit
     elimination(c).......          --          (5.3)     5.3           --
    Unrealized gains on
     marketable securities
     and long-term
     investments(d).......          --            --       --          4.9
    Adoption of SFAS
     133(e)...............          --          (3.9)      --          8.9
    Premium on
     flow-through shares
     issued(f)............          --            --     (1.1)          --
                                ------       -------   ------        -----
    As at December 31,
     2001 under U.S.
     GAAP.................      $   --       $(747.2)  $949.9        $13.8
                                ======       =======   ======        =====








                                                               DEFERRED         DEBT            EQUITY
                                                   PROPERTY,    CHARGES      COMPONENT        COMPONENT                COMMON
                                      LONG-TERM    PLANT AND   AND OTHER   OF CONVERTIBLE   OF CONVERTIBLE              SHARE
                                     INVESTMENTS   EQUIPMENT    ASSETS       DEBENTURES       DEBENTURES     DEFICIT   CAPITAL
                                     -----------   ---------   ---------   --------------   --------------   -------   -------
                                                                                                  
    As at December 31, 2000 under
      CDN GAAP.....................     $14.4       $505.6       $23.7         $ 33.4           $117.0       $(681.4)  $913.2
    Recognition of deferred
      exchange gains on convertible
      debentures(a)................        --           --          --             --            (12.4)         12.4       --
    Elimination of the effects of
      recognition of the equity
      component of convertible
      debentures(a)................        --           --         0.7           97.0           (104.6)          8.3       --
    Additional write-down of
      property, plant and equipment
      under U.S. GAAP(b)...........        --        (60.5)         --             --               --         (60.5)      --
    Reduction in depreciation,
      depletion and amortization
      under U.S. GAAP(b)...........        --         11.8          --             --               --          11.8       --
    Reversal of 1991 deficit
      elimination(c)...............        --           --          --             --               --          (5.3)     5.3
    Unrealized gains on long-term
      investments(d)...............       0.4           --          --             --               --            --       --
                                        -----       ------       -----         ------           ------       -------   ------
    As at December 31, 2000 under
      U.S. GAAP....................     $14.8       $456.9       $24.4         $130.4           $   --       $(714.7)  $918.5
                                        =====       ======       =====         ======           ======       =======   ======


                                      ACCUMULATED
                                         OTHER
                                     COMPREHENSIVE
                                       INCOME(1)
                                     -------------
                                  
    As at December 31, 2000 under
      CDN GAAP.....................      $  --
    Recognition of deferred
      exchange gains on convertible
      debentures(a)................         --
    Elimination of the effects of
      recognition of the equity
      component of convertible
      debentures(a)................         --
    Additional write-down of
      property, plant and equipment
      under U.S. GAAP(b)...........         --
    Reduction in depreciation,
      depletion and amortization
      under U.S. GAAP(b)...........         --
    Reversal of 1991 deficit
      elimination(c)...............         --
    Unrealized gains on long-term
      investments(d)...............        0.4
                                         -----
    As at December 31, 2000 under
      U.S. GAAP....................      $ 0.4
                                         =====



---------------


(1) Excludes cumulative translation adjustments.


                                       F-47


    CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                   2001      2000       1999
                                                                  ------    -------    -------
                                                                              
    Net loss for the year under CDN GAAP........................  $(36.9)   $(126.1)   $(240.7)
    Adjustments:
    Write-down of property, plant and equipment under U.S.
      GAAP(b)...................................................      --        3.9       20.5
    Reduction in depreciation, depletion and amortization under
      U.S. GAAP(b)..............................................     6.1        7.7        4.1
    Increase in convertible debenture interest(a)...............    (4.1)      (4.9)      (4.4)
    Recognition of exchange gains (losses) on convertible
      debentures(a).............................................     6.3        5.7       (8.0)
    Adoption of SFAS 133(e).....................................    (3.9)        --         --
    Other.......................................................      --         --        0.2
                                                                  ------    -------    -------
    Net loss for the year under U.S. GAAP.......................  $(32.5)   $(113.7)   $(228.3)
                                                                  ======    =======    =======
    Basic loss per common share under U.S. GAAP.................  $(0.10)   $ (0.38)   $ (0.76)
    Diluted loss per common share under U.S. GAAP...............     n/a        n/a        n/a
    Effect of U.S. GAAP adjustments on basic loss per common
      share.....................................................  $ 0.04    $  0.07    $  0.07



   Statement of Operations Presentation: Revenue would exclude the items
   "interest and other income" and "mark to market gain (loss) on call options".
   Accordingly, "mining revenue" would be the only category presented within
   revenue on the statement of operations presented under U.S. GAAP.



   For U.S. GAAP presentation purposes, the measure "loss before the undernoted"
   is not a recognized term and would therefore not be presented.



   The following table reconciles "loss before the undernoted" to "loss from
   operations", but does not include the U.S. GAAP adjustments outlined above:





                                                                   2001      2000       1999
                                                                  ------    -------    -------
                                                                              
    Loss before the undernoted..................................  $ (1.6)   $ (15.3)   $ (25.6)
    Add/(deduct):
    Interest and other income...................................    (9.3)     (14.2)     (15.5)
    Mark to market (gain) loss on call options..................    (3.5)      (4.1)       2.5
    Gain on sale of assets......................................     1.2        4.1        0.1
    Foreign exchange (loss) gain................................    (1.1)       0.5        0.2
    Write-down of property, plant and equipment.................   (16.1)     (72.1)    (184.9)
                                                                  ------    -------    -------
    Loss from operations........................................  $(30.4)   $(101.1)   $(223.2)
                                                                  ======    =======    =======




   In addition, "dividends on convertible preferred shares of subsidiary" are
   required to be presented as a component of non-operating loss:



   For U.S. GAAP presentation purposes, the components of non-operating loss are
   as follows, but does not include the U.S. GAAP adjustments outlined above:





                                                                   2001      2000       1999
                                                                  ------    -------    -------
                                                                              
    Interest and other income...................................  $  9.3    $  14.2    $  15.5
    Mark to market gain (loss) on call options..................     3.5        4.1       (2.5)
    Share in loss of investee companies.........................    (2.2)      (8.1)      (0.3)
    Interest expense on long-term liabilities...................    (9.1)     (14.3)     (15.8)
    Write-down of marketable securities and long-term
      investments...............................................      --      (13.1)      (4.6)
    Dividends on convertible preferred shares of subsidiary
      company...................................................    (5.1)      (6.9)      (6.9)
                                                                  ------    -------    -------
    Non-operating loss..........................................  $ (3.6)   $ (24.1)   $ (14.6)
                                                                  ======    =======    =======




    CONSOLIDATED STATEMENTS OF CASH FLOWS



   Consolidated statements of cash flows presented in accordance with U.S. GAAP
   would require the following changes from a consolidated statements of cash
   flows prepared in accordance with Canadian GAAP.



   (i)   A sub-total within the "cash flows provided from operating activities"
         sub-section is not permitted, therefore the reader should disregard the
         subtotals of $53.8 million, $50.1 million and $63.0 million for 2001,
         2000 and 1999, respectively.



   (ii)  Within cash flows provided from operating activities, the determination
         should begin with "net loss", instead of the "loss for the year before
         dividends on convertible preferred shares of subsidiary company".



   (iii)  Under U.S. GAAP, the reduction of the debt component of convertible
          debentures is treated as interest expense and as a cash flow from
          operating activities. Under Canadian GAAP, the interest expense is
          classified as a financing activity.



   Accordingly, for U.S. GAAP the amounts reported are:


                                       F-48





                                                                   2001      2000       1999
                                                                  ------    -------    -------
                                                                              
    Cash flow provided from operating activities................  $ 69.1    $  42.9    $  65.1
    Cash flow used in financing activities......................  $(41.1)   $ (31.9)   $ (27.1)
    Cash flow used in investing activities......................  $(24.8)   $ (47.1)   $ (77.5)



   Consolidated Statements of Comprehensive Loss: The Company's statements of
   comprehensive loss under U.S. GAAP are as follows:



                                                                   2001      2000       1999
                                                                  ------    -------    -------
                                                                              
    Net loss for the year under U.S. GAAP.......................  $(32.5)   $(113.7)   $(228.3)
    Change in currency translation adjustments..................    (5.6)      (4.3)       9.2
    Change in unrealized (losses) gains on marketable securities
      and long-term investments(d)..............................     4.5       (0.7)       3.3
    Adoption of FSAS 133(e).....................................     8.9         --         --
                                                                  ------    -------    -------
    Comprehensive loss under U.S. GAAP..........................  $(24.7)   $(118.7)   $(215.8)
                                                                  ======    =======    =======



   (a)  Under CDN GAAP, the convertible debentures described in Note 11 are
        accounted for in accordance with their substance and, as such, are
        presented in the financial statements in their liability and equity
        component parts. Under U.S. GAAP, the entire principal amount of the
        convertible debentures of $122.8 million and $130.4 million in 2001 and
        2000, respectively, is treated as debt with interest expense based on
        the coupon rate of 5.5%.


        In addition, under CDN GAAP, the unrealized foreign exchange gains on
        the CDN dollar denominated debentures (see Note 11) are deferred and
        amortized over the term of the debentures. Effective January 1, 2002,
        CDN GAAP will no longer permit the deferral of unrealized foreign
        exchange gains and losses on the debt component of the debentures. Under
        U.S. GAAP, these gains are recognized in income currently along with
        exchange gains related to the portion of the convertible debentures
        included in equity under CDN GAAP.


   (b)  Following an evaluation of the Company's property, plant and equipment
        on the basis set out in Notes 1 and 15, there would be a reduction in
        the loss in 2001, 2000 and 1999 of $nil, $3.9 million and $20.5 million,
        respectively. Cumulatively, as a result of applying SFAS No. 121,
        property, plant and equipment is reduced and the deficit increased by
        $60.5 million. These differences arise from the requirement to discount
        future cash flows from impaired properties under U.S. GAAP and from
        using proven and probable reserves only. Under CDN GAAP, future cash
        flows from impaired properties are not discounted. Under U.S. GAAP,
        depreciation, depletion and amortization would be reduced by $6.1
        million, $7.7 million and $4.1 million during 2001, 2000 and 1999,
        respectively to reflect the above and the requirement under U.S. GAAP to
        amortize capitalized costs over proven and probable reserves only.



   (c)  CDN GAAP allows for the elimination of operating deficits by the
        reduction of stated capital attributable to common shares with a
        corresponding offset to the accumulated deficit. This reclassification
        is not permitted by U.S. GAAP and would require in each subsequent year
        an increase in share capital and an increase in deficit of $5.3 million.



   (d)  Under CDN GAAP, unrealized gains (losses) on long-term investments and
        marketable securities are not recorded. Under U.S. GAAP, unrealized
        gains (losses) on long-term investments that are classified as
        securities available for sale of $4.6 million and $0.4 million at
        December 31, 2001 and December 31, 2000, respectively, and marketable
        securities of $0.3 million at December 31, 2001, are included as a
        component of comprehensive loss in the current period.


   (e)  Under CDN GAAP, derivatives hedging forecasted transactions are
        off-balance sheet until the hedged transaction is recorded. Realized
        gains and losses on derivatives that are closed out early are initially
        recorded as deferred revenue or deferred charges and are recorded as an
        adjustment to net loss when the original hedged transaction is recorded.

        On January 1, 2001 the Company adopted FASB Statement No. 133,
        "Accounting for Derivative Instruments and Hedging Activities" (SFAS
        133), and the corresponding amendments under FASB Statement No. 138
        (SFAS 138). SFAS 133 requires that all derivative financial instruments
        be recognized in the financial statements and measured at fair value
        regardless of the purpose or intent for holding them. Changes in the
        fair value of derivative financial instruments are either recognized
        periodically in income or shareholders' equity (as a component of other
        comprehensive income), depending on whether the derivative is being used
        to hedge changes in fair value or cash flows. SFAS 138 amends certain
        provisions of SFAS 133 to clarify four areas causing difficulties in
        implementation.

        For derivatives designated as cash flow hedges, the effective portions
        of changes in fair value of the derivative are reported in other
        comprehensive income and are subsequently reclassified into other income
        when the hedged item affects other income. Changes in fair value of the
        derivative instruments used as economic instruments and ineffective
        portions of hedges are recognized in other income in the period
        incurred.


        The adoption of SFAS 133 results in a cumulative decrease in deferred
        revenue of $9.6 million, a cumulative increase in other long-term
        liabilities of $4.6 million, a cumulative increase in net loss of $3.9
        million, and a cumulative increase in other comprehensive income of $8.9
        million for the year ended December 31, 2001. On adoption of SFAS 133,
        the Company did not complete the required designation and effectiveness
        assessments to achieve hedge accounting for the commodity derivatives
        hedging gold revenues and energy price risk, although the contracts are
        considered to be effective economic hedges and they were accounted for
        as hedges for CDN GAAP purposes. For U.S. GAAP only, these derivatives
        were carried at fair value with the changes in fair value recorded as an
        adjustment to net loss. Realized and unrealized derivatives gains and
        losses included in OCI on transition and during 2001 were reclassified
        into mining revenue for cash-flow hedges of forecasted commodity sales
        and foreign exchange (loss) gain for forecasted foreign currency
        revenues or expenses when the hedged forecasted revenue or expense is
        recorded. During the twelve months ended December 31, 2001, $11.6
        million of derivative gains were reclassified out of other comprehensive
        income. The Company estimates that $5.6 million of net derivatives gains
        included in other comprehensive income will be reclassified into
        earnings within the next twelve months. There was no ineffectiveness
        recorded during the year.


                                       F-49


      The effect of the transition adjustment as of January 1, 2001, was an
      increase in assets of $10.7 million, a decrease in deferred revenue of
      $10.1 million, an increase in other long-term liabilities of $0.3 million,
      and an increase in other comprehensive income of $20.5 million.


      Beginning January 2002, the Company met the required documentation
      requirements under SFAS 133 relating to the prospective and retrospective
      effectiveness assessments for the commodity derivatives; thus, these
      derivatives were designated as cash flow hedges. The effective portions of
      changes in fair values of these derivatives are now recorded in other
      comprehensive income and are recognized in the income statement when the
      hedged item affects earnings. Ineffective portions of changes in fair
      value of cash flow hedges are recognized in earnings.



   (f)   Under Canadian income tax legislation, a company is permitted to issue
         shares whereby the company agrees to incur qualifying expenditures and
         renounce the related income tax deductions to the investors. The
         Company has accounted for the issue of flow-through shares using the
         deferral method in accordance with CDN GAAP. At the time of issue the
         funds received are recorded as share capital. Once the qualifying
         expenditures are made, exploration expenses and common share capital
         are reduced by the amount of the premium received in excess of the
         market value for the flow-through shares. Qualifying expenditure did
         not begin to be incurred until 2002.



      For U.S. GAAP, the premium paid in excess of the market value of $1.1
      million is credited to other liabilities and included in income over the
      period in which the Company incurs the qualified expenditures. At December
      31, 2001, Kinross had not incurred the qualifying expenditure and
      therefore no tax benefits had been renounced.


      Also, notwithstanding whether there is a specific requirement to segregate
      the funds, the flow-through funds which are unexpended at the Consolidated
      Balance Sheet dates are considered to be restricted and are not considered
      to be cash or cash equivalents under U.S. GAAP.


      As at December 31, 2001, unexpended flow-through funds were $4.6 million.



      JOINT VENTURE ACCOUNTING



      The investments in Omolon Gold Mining Company, Compania Minera Maricunga
      and E-Crete, LLC are proportionately consolidated under Canadian GAAP and
      would normally be equity accounted under US GAAP. The Company relies on an
      accommodation from the SEC which permits the Company to omit the
      differences in classification that arise. Each of the joint ventures
      listed qualifies for this accommodation on the basis that they are
      operating entities and that significant financial and operating policies
      are jointly controlled all parties with an equity interest, subject to a
      contractual arrangement.



      STOCK-BASED COMPENSATION



      For the purposes of this U.S. GAAP reconciliation, Kinross follows APB
      Opinion No. 25, "Accounting for Stock Issued to Employees", and its
      related interpretations, which results in a measurement of nil
      compensation expense at grant date of the stock options. Had compensation
      expense for the stock option plans been determined based upon fair value
      at the grant date for awards under these plans consistent with the
      methodology prescribed under SFAS No. 123, "Accounting for Stock-Based
      Compensation", the Company's net loss and loss per share under U.S. GAAP
      would have been increased by approximately $1.1 million or $NIL per share
      in 2001, $2.4 million or $0.01 share in 2000, and $3.0 million or $0.01
      per share in 1999. The fair value of the options granted during 2001, 2000
      and 1999 is estimated to be $1.1 million, $2.4 million and $3.0 million,
      respectively. The fair value of each option grant is estimated on the date
      of grant using the Black-Scholes option-pricing model with the following
      weighted-average assumptions used for grants in 2001, 2000 and 1999:
      dividend yield of 0%; expected volatility of 61%, 57% and 57%,
      respectively and an expected life of five years.



      RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS



      In June 2001, the FASB issued Statement No. 141, "Business Combinations"
      (SFAS 141), which supersedes APB Opinion No. 16, Business Combinations,
      and SFAS 38, Accounting for Preacquisition Contingencies of Purchased
      Enterprises. Concurrently, the Accounting Standards Board of Canada issued
      Handbook Section 1581, "Business Combinations", which is consistent with
      SFAS 141. Those Statements will change the accounting for business
      combinations and goodwill. SFAS 141 and CICA Handbook Section 1581 require
      that the purchase method of accounting be used for all business
      combinations initiated after June 30, 2001. Use of the pooling-of-
      interests method is no longer permitted. These Statements also establish
      criteria for separate recognition of intangible assets acquired in a
      purchase business combination. These Statements also apply to all business
      combinations accounted for using the purchase method for which the date of
      acquisition is July 1, 2001, or later.


      In June 2001, the FASB issued Statement No. 142, "Goodwill and Other
      Intangible Assets" (SFAS 142), which supersedes APB Opinion No. 17,
      Intangible Assets. Concurrently, the Accounting Standards Board of Canada
      issued Handbook Section 3062, "Goodwill and Other Intangible Assets",
      which is consistent with SFAS 142. These Statements require that goodwill
      no longer be amortized to earnings, but instead be reviewed for
      impairment. The Statements are effective for fiscal years beginning after
      December 15, 2001, and are required to be applied at the beginning of an
      entity's fiscal year and to be applied to all goodwill and other
      intangible assets recognized in its financial statements at that date.
      Impairment losses for goodwill and indefinite-lived intangible assets that
      arise due to the initial applicable of these Statements (resulting from a
      transitional impairment test) are to be reported as resulting from a
      change in accounting principle. Under an exception to the date at which
      these Statements become effective: goodwill and intangible assets acquired
      after June 30, 2001, will be subject immediately to the non-amortization
      and amortization provisions of these Statements. The Company has not yet
      determined the impact, if any, of these Statements on its financial
      statements.

      In June 2001, the FASB issued Statement No. 143, "Accounting for Asset
      Retirement Obligations" (SFAS 143), which addresses financial accounting
      and reporting for obligations associated with the retirement of tangible
      long-lived assets and the associated asset retirement costs. It applies to
      legal obligations associated with the retirement of long-lived assets that
      result from the acquisition, construction, development and (or) the normal
      operation of a long-lived asset, except for certain obligations of
      lessees. SFAS 143 amends SFAS 19, "Financial Accounting and Reporting by
      Oil and Gas Producing Companies", and requires entities to record the fair
      value of a liability for an asset retirement obligation in the period in
      which it is incurred. When the liability is initially recorded, an entity
      capitalizes

                                       F-50


       the cost by increasing the carrying amount of the related long-lived
       assets. Over time, the liability is accreted to its present value each
       period, and the capitalized cost is amortized over the useful life of the
       related asset. Upon settlement of the liability, an entity either settles
       the obligation for its recorded amount or incurs a gain or loss upon
       settlement. SFAS 143 is effective for financial statements issued for
       fiscal years beginning after June 15, 2002 with earlier application
       encouraged. The Company has not yet determined the impact of this
       Statement on its financial statements.

      In October 2001, the FASB issued Statement No. 144, "Accounting for the
      Impairment on Disposal of Long-lived Assets" (SFAS 144), which supersedes
      SFAS 121, Accounting for the Impairment of Long-lived Assets and for
      Long-lived Assets to be Disposed of. SFAS 144 applies to all long-lived
      assets (including discontinued operations) and consequently amends APB
      Opinion No. 30, Reporting Results of Operations -- Reporting the Effects
      of Disposal of a Segment of a Business. SFAS 144 requires that long-lived
      assets that are to be disposed of by sale be measured at the lower of book
      value or fair value less cost to sell. That requirement eliminates APB
      30's requirement that discontinued operations be measured at net
      realizable value or that entities include under "discontinued operations"
      in the financial statements amounts for operating losses that have not yet
      occurred. Additionally, SFAS 144 expands the scope of discontinued
      operations to include all components of an entity with operations that (1)
      can be distinguished from the rest of the entity and (2) will be
      eliminated from the ongoing operations of the entity in a disposal
      transaction. SFAS 144 is effective for financial statements issued for
      fiscal years beginning after December 15, 2001, and, generally, its
      provisions are to be applied prospectively. The Company has not yet
      determined the impact of this Statement on its financial statements.


21. CONTINGENCIES AND RELATED COMMITMENTS



   The Company is subject to the considerations and risks of operating in Russia
   as a result of its 54.7% ownership of the Kubaka mine located in Far Eastern
   Russia. The economy of the Russian Federation continues to display
   characteristics of an emerging market. These characteristics include, but are
   not limited to, the existence of a currency that is not freely convertible
   outside of the country, extensive currency controls and high inflation. The
   prospects for future economic stability in the Russian Federation are largely
   dependent upon the effectiveness of economic measures undertaken by the
   government, together with legal, regulatory, and political developments.



   Russian tax legislation is subject to varying interpretations and frequent
   changes. Further, the interpretation of tax legislation by tax authorities as
   applied to the transactions and activities of the Company may not coincide
   with that of management. As a result, transactions may be challenged by tax
   authorities and the Company may be assessed additional taxes, penalties and
   interest, which can be significant. The fiscal periods remain open to review
   for three years by the tax and customs authorities with respect to tax
   liabilities.



   The Company conducts business in Russia through its subsidiary, Omolon which
   is owned 45.3% by Russian shareholders. An assignee of one of the Russian
   shareholders has asserted that the original issuance of shares to the
   shareholder was flawed due to failure to follow certain registration
   procedures. As a result the assignee claims the share issuance was null and
   void and therefore it should have its money returned with compound interest.
   The total claim is for approximately $43.0 million. The Company has been
   advised by its counsel that Omolon has good defences available to it on the
   merits and that such counsel is confident that Omolon will successfully
   defend the lawsuit. However, the interpretation and application of the laws
   of the Russian Republic may be subject to policy changes reflecting domestic
   political changes or other considerations. Moreover, because of the
   developing nature of the Russian legal system and the fact that the
   interpretation and application of many laws are untested, it is difficult to
   predict with certainty how they may be interpreted and applied in a
   particular case. As a consequence, other or additional penalties or remedies
   may be imposed. These remedies may, in addition to imposing financial
   obligations, otherwise adversely affect the operations or status of Omolon.



   The Company's 50% owned Chilean mining company Compania Minera Maricunga
   ("CMM") has entered into arbitration proceedings in Chile with the contractor
   that designed and built the mine. CMM contends that the contractor was
   negligent in both the design and the construction of the facility, and should
   be held responsible for the cost of repairs as well as lost profits. As part
   of the same proceedings, the contractor is seeking to recover costs that they
   allegedly incurred while building the mine and which, they claim, were
   outside their scope of work and responsibility. Although the outcome of the
   arbitration proceedings cannot be determined at the current time, management
   is of the opinion that the outcome will not have a material adverse affect on
   the financial position, results of operations or cash flows of the Company.


   The Company's 100% owned Chilean mining company, Compania Minera Kinam
   Guanaco ("CMKG") has received a tax reassessment from the Chilean IRS. The
   reassessment is for $6.7 million disallowing certain deductions utilized by a
   third party. The Company believes this reassessment will be resolved with no
   material adverse affect to the financial position, results of operations or
   cash flows of the Company. In addition, the Company has been indemnified by
   the third party for an amount in excess of the claim.

   In accordance with standard industry practice, the Company seeks to obtain
   bonding and other insurance in respect of its liability for costs associated
   with the reclamation of mine, mill and other sites used in its operations and
   against other environmental liabilities, including liabilities imposed by
   statute. Due to recent developments which have affected the insurance and
   bonding markets worldwide, such bonding and/or insurance may be difficult or
   impossible to obtain in the future or may only be available at significant
   additional cost. In the event that such bonding and/or insurance cannot be
   obtained by the Company or is obtainable only at significant additional cost,
   the Company may become subject to financial liabilities which may affect its
   financial resources.

   The Company is also involved in legal proceedings and claims which arise in
   the ordinary course of its business. The Company believes these claims are
   without merit and is vigorously defending them. In the opinion of management,
   the amount of ultimate liability with respect to these actions will not
   materially affect the financial position, results of operations or cash flows
   of the Company.

   The Company's mining and exploration activities are subject to various
   federal, provincial and state laws and regulations governing the protection
   of the environment. These laws and regulations are continually changing and
   generally becoming more restrictive. The Company conducts its operations so
   as to protect public health and the environment and believes its operations
   are materially in compliance with all applicable laws and regulations. The
   Company has made, and expects to make in the future, expenditures to comply
   with such laws and regulations.

                                       F-51



22. SUBSEQUENT EVENTS



   (a)  On February 4, 2002, the Company announced a cash tender offer to
        purchase up to 894,600 Kinam Preferred Shares which it does not already
        own for $16.00 per share. If all of the non-controlling shares are
        acquired the Company would pay $14.3 million in cash.



   (b)  On February 12, 2002, the Company issued 23,000,000 common shares from
        treasury for gross proceeds, before costs of the issue of $19.5 million.
        A portion of the proceeds of this offering will be used to finance the
        acquisition of the Kinam Preferred Shares owned by the non-controlling
        shareholders.



   (c)  On March 28, 2002, 652,992 Kinam Preferred Shares were tendered under
        the cash tender offer. After extending the offer an additional 17,730
        Kinam Preferred Shares were tendered on April 4, 2002, leaving 223,878
        or 12.2% of the issued and outstanding Kinam Preferred Shares held by
        non-affiliated shareholders. The Kinam Preferred Shares tendered had a
        book value of $36.5 million and were purchased by the Company for $10.7
        million ($11.4 million including costs of the tender offer). The $25.1
        million difference in value associated with these transactions was
        applied against the carrying value of certain property plant and
        equipment.



   (d)  The Company has been named as a defendant in a class action complaint
        filed on or about April 26, 2002 entitled Robert A. Brown et al. v.
        Kinross Gold U.S.A. Inc., et al. Case No. CV-S-02-0605-KJD-RJJ, brought
        in the United States District Court for the District of Nevada. The
        complaint names as defendants the Company, its subsidiary, Kinross Gold
        U.S.A. Inc., its subsidiary Kinam Gold Inc., and Robert M. Buchan. The
        complaint is based on claims arising out of the purchase of the Kinam
        Preferred Shares by the Company. The complaint seeks damages in cash or
        by the issuance of common shares of the Company. The Company believes
        this claim is without merit and plans to vigorously defend the
        litigation.



   (e)  The Company, TVX Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo Bay")
        have entered into a combination agreement dated June 10, 2002, as
        amended July 12, 2002 for the purpose of combining the ownership of
        their respective businesses. Echo Bay, a U.S. registrant, is required to
        clear the information circular with the Securities and Exchange
        Commission of the U.S. ("SEC") before mailing to its shareholders. The
        draft information circular was filed with the SEC for review on July 16,
        2002. The Company will provide shareholders with details of the
        transaction in an information circular to be mailed in connection with a
        special shareholders meeting once this process is finalized.



   (f)   Effective July 1, 2002, the Company agreed to form a joint venture with
         a wholly owned subsidiary of Placer Dome Inc. ("Placer"). The formation
         of the joint venture combined the two companies gold mining operations
         in the Porcupine district in Timmins, Ontario, Canada. The ownership of
         this unincorporated joint venture is 51% by Placer and 49% by the
         Company. The joint venture operates pursuant to a contractual agreement
         and both parties receive their share of gold output in kind. Future
         capital, exploration, and operating costs will be funded in proportion
         to each party's ownership interest. Placer contributed the Dome mine
         and mill and the Company contributed the Hoyle Pond, Nighthawk Lake and
         Pamour mines, exploration properties in the Porcupine district as well
         as the Bell Creek mill.



   (g)  On September 13, 2002, the Company announced that Omolon is at an
        advanced stage of negotiating a settlement of an outstanding dispute
        between itself, several of its Russian shareholders and the Magadan
        Administration. Draft language of an agreement was being settled when
        earlier in the week one of the Russian shareholders obtained an order to
        freeze Omolon's bank accounts and gold inventory pending final
        resolution of its lawsuit. Underlying the dispute are unpaid loans made
        by the Magadan Administration to Omolon's Russian shareholders at the
        time Omolon was capitalized. In the face of the inability of these
        shareholders to repay the loans there has been an effort to shift the
        burden of repayment to Omolon. Two shareholders have launched lawsuits
        against Omolon alleging that the shares they received were flawed as a
        result of registration deficiencies which therefore entitles such
        shareholders to their money back with interest compounded thereon. These
        lawsuits have been encouraged by the Magadan Administration as the major
        creditor of these shareholders. Omolon continues to defend these
        lawsuits and is advised by counsel that these claims are without merit.
        At this time, the Company is unable to determine the impact of these
        lawsuits on the Company's financial statements.


                                       F-52


                                 TVX GOLD INC.

                          INTERIM FINANCIAL STATEMENTS


                  FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2002

                     CONSOLIDATED STATEMENTS OF OPERATIONS
   (thousands of United States dollars, except per share amounts) (Unaudited)



                                                          THREE MONTHS ENDED     SIX MONTHS ENDED
                                                               JUNE 30               JUNE 30
                                                          ------------------    ------------------
                                                           2002       2001       2002       2001
                                                          -------    -------    -------    -------
                                                                               
REVENUE.................................................  $44,540    $39,963    $89,203    $79,251
                                                          -------    -------    -------    -------
MINE OPERATING COSTS
Cost of sales...........................................   29,341     28,121     60,213     54,083
Depletion and depreciation..............................    7,880      9,720     16,575     19,022
                                                          -------    -------    -------    -------
                                                           37,221     37,841     76,788     73,105
                                                          -------    -------    -------    -------
EARNINGS FROM OPERATIONS BEFORE THE UNDERNOTED..........    7,319      2,122     12,415      6,146
                                                          -------    -------    -------    -------
OTHER EXPENSES (INCOME)
Corporate administration................................    1,533      2,559      2,821      4,938
Interest expense........................................      183      1,197        394      2,225
Exploration.............................................      808      1,141      1,722      2,135
Transaction costs (Note 2)..............................    1,886         --      1,886         --
Foreign exchange loss...................................    2,599        626      2,629      1,857
Interest income.........................................   (1,138)    (1,671)    (2,341)    (3,685)
Other, net..............................................   (1,594)     1,276     (1,682)      (754)
                                                          -------    -------    -------    -------
                                                            4,277      5,128      5,429      6,716
                                                          -------    -------    -------    -------
EARNINGS (LOSS) BEFORE THE UNDERNOTED...................    3,042     (3,006)     6,986       (570)
Income tax (recovery)...................................      692        152      1,020       (958)
Minority interests and participation rights (Note 8)....    1,589       (626)     3,657       (801)
                                                          -------    -------    -------    -------
NET EARNINGS (LOSS).....................................  $   761    $(2,532)   $ 2,309    $ 1,189
                                                          =======    =======    =======    =======
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE (Note 4)....  $  0.02    $ (1.60)   $  0.06    $ (1.44)
                                                          =======    =======    =======    =======


                                 TVX GOLD INC.
                       CONSOLIDATED STATEMENTS OF DEFICIT
                (thousands of United States dollars) (Unaudited)



                                                      THREE MONTHS ENDED         SIX MONTHS ENDED
                                                           JUNE 30                   JUNE 30
                                                    ----------------------    ----------------------
                                                      2002         2001         2002         2001
                                                    ---------    ---------    ---------    ---------
                                                                               
Deficit, beginning of period......................  $(454,883)   $(221,252)   $(456,431)   $(221,837)
Net earnings (loss) for the period................        761       (2,532)       2,309        1,189
Accretion of convertible notes....................         --       (3,197)          --       (6,333)
                                                    ---------    ---------    ---------    ---------
Deficit, end of period............................  $(454,122)   $(226,981)   $(454,122)   $(226,981)
                                                    =========    =========    =========    =========


                                       F-53


                                 TVX GOLD INC.

                          CONSOLIDATED BALANCE SHEETS
                (thousands of United States dollars) (Unaudited)



                                                              JUNE 30, 2002    DECEMBER 31, 2001
                                                              -------------    -----------------
                                                                         
                                             ASSETS
Current assets
  Cash and cash equivalents.................................    $117,014           $ 54,528
  Short-term investments....................................       1,906              7,395
  Accounts receivable.......................................      24,305             25,739
  Inventories...............................................      21,770             24,299
                                                                --------           --------
                                                                 164,995            111,961
Mining property, plant and equipment........................     230,893            237,262
Export prepayment contracts.................................          --             66,983
Deferred charges............................................       3,380                182
Deferred income taxes.......................................      12,448             12,473
Other assets................................................      24,271             29,434
                                                                --------           --------
                                                                $435,987           $458,295
                                                                ========           ========
                                          LIABILITIES
Current liabilities
  Accounts payable and accrued liabilities..................    $ 25,548           $ 28,266
  Current portion of long-term debt.........................       5,250             15,401
  Deferred revenue..........................................       5,865              5,332
                                                                --------           --------
                                                                  36,663             48,999
Long-term debt..............................................          --             58,832
Other liabilities...........................................      23,764             22,943
Deferred income taxes.......................................      20,029             20,948
                                                                --------           --------
                                                                  80,456            151,722
Minority interests and participation rights.................     132,245            132,088
                                                                --------           --------
                                                                 212,701            283,810
                                                                --------           --------
SHAREHOLDERS' EQUITY
Capital stock (Note 4)......................................     641,153            594,661
Contributed surplus.........................................      36,255             36,255
Deficit.....................................................    (454,122)          (456,431)
                                                                --------           --------
                                                                 223,286            174,485
                                                                --------           --------
                                                                $435,987           $458,295
                                                                ========           ========


                                       F-54


                                 TVX GOLD INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                (thousands of United States dollars) (Unaudited)





                                                       THREE MONTHS ENDED       SIX MONTHS ENDED
                                                            JUNE 30,                JUNE 30,
                                                      --------------------    --------------------
                                                        2002        2001        2002        2001
                                                      --------    --------    --------    --------
                                                                              
OPERATING ACTIVITIES
Net earnings (loss).................................  $    761    $ (2,532)   $  2,309    $  1,189
Non-cash items:
  Depletion and depreciation........................     7,880       9,720      16,575      19,022
  Gain on sale of other assets......................    (1,302)         --      (1,302)         --
  Deferred income taxes.............................       (64)        140        (389)     (1,703)
  Minority interests and participation rights.......     1,589        (626)      3,657        (801)
  Other.............................................       645       1,765         975        (165)
Deferred revenue....................................    (1,332)     (1,337)     (2,665)     (2,674)
                                                      --------    --------    --------    --------
                                                         8,177       7,130      19,160      14,868
Change in working capital...........................     6,174      (2,347)       (794)     (3,817)
                                                      --------    --------    --------    --------
Cash provided by operating activities...............    14,351       4,783      18,366      11,051
                                                      --------    --------    --------    --------
INVESTING ACTIVITIES
Mining property, plant and equipment................    (4,267)     (6,891)     (8,788)    (12,992)
Purchases of short-term investments.................    (1,982)    (13,855)    (24,337)    (18,305)
Sales and maturities of short-term investments......    20,555       3,959      29,826      38,221
Export prepayment contracts.........................        --     (26,981)         --     (25,848)
Payment of receivable from High River Gold Mines
  Ltd...............................................     2,238         913       2,615         831
Proceeds from sale of other assets..................     3,877          --       3,877          --
Other...............................................      (142)     (1,072)        (65)     (1,090)
                                                      --------    --------    --------    --------
Cash provided by (used for) investing activities....    20,279     (43,927)      3,128     (19,183)
                                                      --------    --------    --------    --------
FINANCING ACTIVITIES
Common shares issued................................    46,447          --      46,492          --
Minority interest dividends.........................    (3,500)    (14,976)     (3,500)    (16,916)
Long-term debt......................................    (2,000)     20,889      (2,000)     20,354
Gold-linked convertible notes.......................        --         261          --      (5,605)
Debenture payable...................................        --     (26,855)         --     (26,855)
                                                      --------    --------    --------    --------
Cash provided by (used for) financing activities....    40,947     (20,681)     40,992     (29,022)
                                                      --------    --------    --------    --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....    75,577     (59,825)     62,486     (37,154)
Cash and cash equivalents, beginning of period......    41,437     116,306      54,528      93,635
                                                      --------    --------    --------    --------
CASH AND CASH EQUIVALENTS, END OF PERIOD............  $117,014    $ 56,481    $117,014    $ 56,481
                                                      ========    ========    ========    ========



                                       F-55


                                 TVX GOLD INC.

             NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)
                                 June 30, 2002
 (United States dollars, unless otherwise stated. All amounts are expressed in
                                   thousands,
    except number of shares and per share amounts, unless otherwise stated)

1.  BASIS OF PRESENTATION

   These unaudited interim consolidated financial statements have been prepared
   in accordance with generally accepted accounting principles in Canada
   ("GAAP") for interim financial information. Accordingly, these interim
   consolidated financial statements do not include all information and note
   disclosures required under GAAP and they should be read in conjunction with
   the consolidated financial statements of the Company for the year ended
   December 31, 2001. The interim financial statements follow the same
   accounting policies and methods of their application as the most recent
   consolidated annual financial statements except for the adoption of new
   accounting standards described in note 3.

2.  BUSINESS COMBINATION

   During the second quarter, the Company, Kinross Gold Corporation and Echo Bay
   Mines Ltd. entered into an agreement to combine their respective companies
   while concurrently acquiring Newmont's interest in the TVX Newmont joint
   venture. The combination is subject to regulatory and shareholder approval.
   TVX shareholders will receive 6.5 shares of Kinross for every common share of
   TVX that they hold at the time of the final approval of the combination.
   Similar to other transactions of this nature the Company could be subject to
   break fees of up to Cdn$28 million and other transaction expenses should the
   transaction not close.

3.  CHANGES IN ACCOUNTING POLICIES

   Effective January 1, 2002, the Company adopted a new accounting standard
   issued by the Canadian Institute of Chartered Accountants ("CICA") relating
   to stock-based compensation and other stock-based payments. This new standard
   requires either the recognition of compensation expense for grants of stock,
   stock options and other equity instruments to employees, or, alternatively,
   the disclosure of pro forma net earnings and net earnings per share data as
   if stock-based compensation had been recognized in earnings. The Company has
   elected to disclose pro forma net earnings and earnings per share data for
   options granted after January 1, 2002. Therefore, there is no effect of
   adopting this standard on the Company's results of operations and financial
   position.

   Also, effective January 1, 2002, the Company adopted retroactively a new CICA
   accounting standard in respect of foreign currency translation that
   eliminates the deferral and amortization of currency translation adjustments
   related to long-term monetary items with a fixed and ascertainable life.
   There is no impact on the Company's results of operations and financial
   position as a result of adoption of this new standard.

4.  COMMON SHARES AND EARNINGS PER SHARE

   Basic earnings per share is computed by dividing the earnings applicable to
   common shares for the period by the weighted average number of common shares
   outstanding during the period. Diluted earnings per share is computed by
   dividing the earnings applicable to common shares for the period by the
   weighted average number of common shares outstanding had potentially dilutive
   common shares been issued.

   Effective June 30, 2002, the Company consolidated its common shares on a ten
   (10) old for one (1) new basis. All share capital, share option and warrant
   data in the consolidated financial statements have been restated to reflect
   the share consolidation.

   The number of common shares outstanding at June 30, 2002 was 43,078,853
   (December 31, 2001 -- 35,722,353).

   At June 30, 2002, the Company had 980,150 stock options and 8,000 warrants
   outstanding.

                                       F-56




                                                                     THREE MONTH            SIX MONTH
                                                                     PERIOD ENDED          PERIOD ENDED
                                                                       JUNE 30,              JUNE 30,
                                                                  ------------------    ------------------
                                                                   2002       2001       2002       2001
                                                                  -------    -------    -------    -------
                                                                                       
    BASIC EARNINGS PER SHARE
      Net earnings (loss).......................................  $   761    $(2,532)   $ 2,309    $ 1,189
      Interest accretion on Gold-linked convertible Notes.......       --     (2,670)        --     (5,281)
      Amortization of issuance costs............................       --       (527)        --     (1,052)
                                                                  -------    -------    -------    -------
      Net earnings (loss) applicable to common shares...........  $   761    $(5,729)   $ 2,309    $(5,144)
                                                                  -------    -------    -------    -------
      Weighted average common shares outstanding (000's)........   41,974      3,572     38,883      3,572
                                                                  =======    =======    =======    =======
      Basic earnings (loss) per common share....................  $  0.02    $ (1.60)   $  0.06    $ (1.44)
                                                                  =======    =======    =======    =======
    DILUTED EARNINGS PER SHARE
      Net earnings (loss) applicable to common shares, assuming
        dilution................................................  $   761    $(5,729)   $ 2,309    $(5,144)
                                                                  -------    -------    -------    -------
      Weighted average common shares outstanding (000's)........   41,974      3,572     38,883      3,572
      Dilutive effect of stock options..........................      420         --        297         --
                                                                  -------    -------    -------    -------
                                                                   42,394      3,572     39,180      3,572
                                                                  =======    =======    =======    =======
      Diluted earnings per common share.........................  $  0.02    $ (1.60)   $  0.06    $ (1.44)
                                                                  =======    =======    =======    =======


5.  COMMITMENTS AND CONTINGENCIES

   There have been no significant changes to the commitments and contingencies
   described in the notes to the consolidated financial statements for the year
   ended December 31, 2001 except for the subsequent event described in note 7.

6.  SEGMENTED INFORMATION

    FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2002



                                                                                      NEW       STRATONI
                                    LA COIPA   BRASILIA    CRIXAS    MUSSELWHITE   BRITANNIA   OPERATIONS     GREECE
                                     CHILE      BRAZIL     BRAZIL      CANADA       CANADA       GREECE     DEVELOPMENT
                                    --------   ---------   -------   -----------   ---------   ----------   -----------
                                                                                       
Revenue...........................   11,364       8,319     7,746       4,112        4,395        7,255           --
                                     ------     -------    ------      ------       ------       ------       ------
Cost of sales.....................    9,108       4,334     2,645       3,409        2,743        7,102           --
Depletion and depreciation........    3,062       1,421     1,246         930          687          500           --
                                     ------     -------    ------      ------       ------       ------       ------
                                     12,170       5,755     3,891       4,339        3,430        7,602           --
                                     ------     -------    ------      ------       ------       ------       ------
Earnings (loss) from operations
  before the undernoted...........     (806)      2,564     3,855        (227)         965         (347)          --
                                     ------     -------    ------      ------       ------       ------       ------
Administration....................       --          --        --          --           --           --           --
Interest expense..................       39          47        63          --           --           --           --
Exploration.......................       93          --       104         185          285           --           --
Transaction costs.................       --          --        --          --           --           --           --
Foreign exchange..................     (165)      2,783       372         (88)         (62)         707           --
Interest income...................       (9)       (414)     (175)         (9)          --           --           --
Other.............................      (53)        (17)        8         (41)          --           --           --
                                     ------     -------    ------      ------       ------       ------       ------
                                        (95)      2,399       372          47          223          707           --
                                     ------     -------    ------      ------       ------       ------       ------
Earnings (loss) before the
  undernoted......................     (711)        165     3,483        (274)         742       (1,054)          --
Income taxes (recovery)...........      107        (154)      403          --           --           --           --
Minority interests and
  participation rights............     (409)        159     1,540        (137)         371           --           --
                                     ------     -------    ------      ------       ------       ------       ------
Net earnings (loss)...............     (409)        160     1,540        (137)         371       (1,054)          --
                                     ======     =======    ======      ======       ======       ======       ======
Capital expenditures..............      280         578     1,274       1,501          441          189           --



                                    CORPORATE/
                                      OTHERS      TOTAL
                                    ----------   -------
                                           
Revenue...........................     1,349      44,540
                                      ------     -------
Cost of sales.....................        --      29,341
Depletion and depreciation........        34       7,880
                                      ------     -------
                                          34      37,221
                                      ------     -------
Earnings (loss) from operations
  before the undernoted...........     1,315       7,319
                                      ------     -------
Administration....................     1,533       1,533
Interest expense..................        34         183
Exploration.......................       141         808
Transaction costs.................     1,886       1,886
Foreign exchange..................      (948)      2,599
Interest income...................      (531)     (1,138)
Other.............................    (1,491)     (1,594)
                                      ------     -------
                                         624       4,277
                                      ------     -------
Earnings (loss) before the
  undernoted......................       691       3,042
Income taxes (recovery)...........       336         692
Minority interests and
  participation rights............        65       1,589
                                      ------     -------
Net earnings (loss)...............       290         761
                                      ======     =======
Capital expenditures..............         4       4,267



                                       F-57


    FOR THE THREE MONTH PERIOD ENDED JUNE 30, 2001



                                                                                      NEW       STRATONI
                                    LA COIPA   BRASILIA    CRIXAS    MUSSELWHITE   BRITANNIA   OPERATIONS     GREECE
                                     CHILE      BRAZIL     BRAZIL      CANADA       CANADA       GREECE     DEVELOPMENT
                                    --------   ---------   -------   -----------   ---------   ----------   -----------
                                                                                       
Revenue...........................    9,358       6,051     6,561       4,969        3,547        7,999            --
                                    -------     -------    ------      ------       ------       ------       -------
Cost of sales.....................    7,973       4,010     2,644       3,374        2,395        7,725            --
Depletion and depreciation........    3,522       1,729     1,134       1,551        1,325          319            --
                                    -------     -------    ------      ------       ------       ------       -------
                                     11,495       5,739     3,778       4,925        3,720        8,044            --
                                    -------     -------    ------      ------       ------       ------       -------
Earnings (loss) from operations
  before the undernoted...........   (2,137)        312     2,783          44         (173)         (45)           --
                                    -------     -------    ------      ------       ------       ------       -------
Administration....................       --          --        --          --           --           --            --
Interest expense..................       89          16       206          --           --           --            --
Exploration.......................      159          --        26         101          118           --            --
Foreign exchange..................       --         439       441         (54)          30           --            --
Interest income...................      (14)       (637)     (343)        (15)          --           --            --
Other.............................      (62)         (2)       (3)         --           --           --            --
                                    -------     -------    ------      ------       ------       ------       -------
                                        172        (184)      327          32          148           --            --
                                    -------     -------    ------      ------       ------       ------       -------
Earnings (loss) before the
  undernoted......................   (2,309)        496     2,456          12         (321)         (45)           --
Income taxes (recovery)...........     (199)       (568)      287          --           --           --            --
Minority interests and
  participation rights............   (1,055)        532     1,084           6         (161)          --            --
                                    -------     -------    ------      ------       ------       ------       -------
Net earnings (loss)...............   (1,055)        532     1,085           6         (160)         (45)           --
                                    =======     =======    ======      ======       ======       ======       =======
Capital expenditures..............    2,012         602       691         796          318          764         1,705



                                    CORPORATE/
                                      OTHERS      TOTAL
                                    ----------   -------
                                           
Revenue...........................     1,478      39,963
                                     -------     -------
Cost of sales.....................        --      28,121
Depletion and depreciation........       140       9,720
                                     -------     -------
                                         140      37,841
                                     -------     -------
Earnings (loss) from operations
  before the undernoted...........     1,338       2,122
                                     -------     -------
Administration....................     2,559       2,559
Interest expense..................       886       1,197
Exploration.......................       737       1,141
Foreign exchange..................      (230)        626
Interest income...................      (662)     (1,671)
Other.............................     1,343       1,276
                                     -------     -------
                                       4,633       5,128
                                     -------     -------
Earnings (loss) before the
  undernoted......................    (3,295)     (3,006)
Income taxes (recovery)...........       632         152
Minority interests and
  participation rights............    (1,032)       (626)
                                     -------     -------
Net earnings (loss)...............    (2,895)     (2,532)
                                     =======     =======
Capital expenditures..............         3       6,891



    FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2002



                                                                                      NEW       STRATONI
                                    LA COIPA   BRASILIA    CRIXAS    MUSSELWHITE   BRITANNIA   OPERATIONS     GREECE
                                     CHILE      BRAZIL     BRAZIL      CANADA       CANADA       GREECE     DEVELOPMENT
                                    --------   ---------   -------   -----------   ---------   ----------   -----------
                                                                                       
Revenue...........................   21,588      16,244    14,594       9,399        9,475       15,148           --
                                     ------     -------    ------      ------       ------       ------       ------
Cost of sales.....................   16,841       9,574     5,269       7,008        5,991       15,530           --
Depletion and depreciation........    6,029       2,840     2,494       2,196        1,832        1,140           --
                                     ------     -------    ------      ------       ------       ------       ------
                                     22,870      12,414     7,763       9,204        7,823       16,670           --
                                     ------     -------    ------      ------       ------       ------       ------
Earnings (loss) from operations
  before the undernoted...........   (1,282)      3,830     6,831         195        1,652       (1,522)          --
                                     ------     -------    ------      ------       ------       ------       ------
Administration....................       --          --        --          --           --           --           --
Interest expense..................      111          92       148          --           --           --           --
Exploration.......................      141          --       143         455          561           --           --
Transaction costs.................       --          --        --          --           --           --           --
Foreign exchange..................     (173)      2,456       460        (100)         (63)         707           --
Interest income...................      (11)     (1,110)     (398)        (15)          --           --           --
Other.............................      (89)        (13)        2          10           --           --           --
                                     ------     -------    ------      ------       ------       ------       ------
                                        (21)      1,425       355         350          498          707           --
                                     ------     -------    ------      ------       ------       ------       ------
Earnings (loss) before the
  undernoted......................   (1,261)      2,405     6,476        (155)       1,154       (2,229)          --
Income taxes (recovery)...........       82        (297)      717          --           --           --           --
Minority interests and
  participation rights............     (672)      1,351     2,880         (78)         577           --           --
                                     ------     -------    ------      ------       ------       ------       ------
Net earnings (loss)...............     (671)      1,351     2,879         (77)         577       (2,229)          --
                                     ======     =======    ======      ======       ======       ======       ======
Cash and cash equivalents.........    2,758         938     4,383         751           32          670           --
Capital expenditures..............    1,279         940     2,126       2,936          773          715           --
Mine property, plant and
  equipment.......................   67,965      62,613    25,161      47,518        8,527        3,936       15,000
Total assets......................   78,223      81,337    34,055      51,911       10,973       14,048       15,000



                                    CORPORATE/
                                      OTHERS      TOTAL
                                    ----------   -------
                                           
Revenue...........................     2,755      89,203
                                     -------     -------
Cost of sales.....................        --      60,213
Depletion and depreciation........        44      16,575
                                     -------     -------
                                          44      76,788
                                     -------     -------
Earnings (loss) from operations
  before the undernoted...........     2,711      12,415
                                     -------     -------
Administration....................     2,821       2,821
Interest expense..................        43         394
Exploration.......................       422       1,722
Transaction costs.................     1,886       1,886
Foreign exchange..................      (658)      2,629
Interest income...................      (807)     (2,341)
Other.............................    (1,592)     (1,682)
                                     -------     -------
                                       2,115       5,429
                                     -------     -------
Earnings (loss) before the
  undernoted......................       596       6,986
Income taxes (recovery)...........       518       1,020
Minority interests and
  participation rights............      (401)      3,657
                                     -------     -------
Net earnings (loss)...............       479       2,309
                                     =======     =======
Cash and cash equivalents.........   107,482     117,014
Capital expenditures..............        19       8,788
Mine property, plant and
  equipment.......................       173     230,893
Total assets......................   150,440     435,987



                                       F-58


    FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2001


                                                                                      NEW       STRATONI
                                    LA COIPA   BRASILIA    CRIXAS    MUSSELWHITE   BRITANNIA   OPERATIONS     GREECE
                                     CHILE      BRAZIL     BRAZIL      CANADA       CANADA       GREECE     DEVELOPMENT
                                    --------   ---------   -------   -----------   ---------   ----------   -----------
                                                                                       
Revenue...........................   18,746      12,850    13,328       9,868        7,626       13,608            --
                                    -------     -------    ------      ------       ------       ------       -------
Cost of sales.....................   14,697       9,084     5,487       6,887        5,429       12,499            --
Depletion and depreciation........    6,783       3,334     2,468       2,726        2,924          642            --
                                    -------     -------    ------      ------       ------       ------       -------
                                     21,480      12,418     7,955       9,613        8,353       13,141            --
                                    -------     -------    ------      ------       ------       ------       -------
Earnings (loss) from operations
  before the undernoted...........   (2,734)        432     5,373         255         (727)         467            --
                                    -------     -------    ------      ------       ------       ------       -------
Administration....................       --          --        --          --           --           --            --
Interest expense..................      198          --       325          --           --           --            --
Exploration.......................      205          --        48         411          178           --            --
Foreign exchange..................       --       1,725       724          18           85           --            --
Interest income...................      (14)     (1,265)     (413)        (15)          --           --            --
Other.............................      452          (4)       (4)         --           --           --            --
                                    -------     -------    ------      ------       ------       ------       -------
                                        841         456       680         414          263           --            --
                                    -------     -------    ------      ------       ------       ------       -------
Earnings (loss) before the
  undernoted......................   (3,575)        (24)    4,693        (159)        (990)         467            --
Income taxes (recovery)...........     (290)     (1,269)      626          --           --           --            --
Minority interests................   (1,643)        623     2,033         (79)        (495)          --            --
                                    -------     -------    ------      ------       ------       ------       -------
Net earnings (loss)...............   (1,642)        622     2,034         (80)        (495)         467            --
                                    =======     =======    ======      ======       ======       ======       =======



                                    CORPORATE/
                                      OTHERS      TOTAL
                                    ----------   -------
                                           
Revenue...........................     3,225      79,251
                                     -------     -------
Cost of sales.....................        --      54,083
Depletion and depreciation........       145      19,022
                                     -------     -------
                                         145      73,105
                                     -------     -------
Earnings (loss) from operations
  before the undernoted...........     3,080       6,146
                                     -------     -------
Administration....................     4,938       4,938
Interest expense..................     1,702       2,225
Exploration.......................     1,293       2,135
Foreign exchange..................      (695)      1,857
Interest income...................    (1,978)     (3,685)
Other.............................    (1,198)       (754)
                                     -------     -------
                                       4,062       6,716
                                     -------     -------
Earnings (loss) before the
  undernoted......................      (982)       (570)
Income taxes (recovery)...........       (25)       (958)
Minority interests................    (1,240)       (801)
                                     -------     -------
Net earnings (loss)...............       283       1,189
                                     =======     =======


    GEOGRAPHIC SEGMENTS ARE AS FOLLOWS:



                                                                       THREE MONTH            SIX MONTH
                                                                       PERIOD ENDED          PERIOD ENDED
                                                                         JUNE 30,              JUNE 30,
                                                                    ------------------    ------------------
                                                                     2002       2001       2002       2001
                                                                    -------    -------    -------    -------
                                                                                         
    REVENUE
    Canada......................................................    $ 9,856    $ 9,994    $21,629    $20,719
    Chile.......................................................     11,364      9,358     21,588     18,746
    Brazil......................................................     16,065     12,612     30,838     26,178
    Greece......................................................      7,255      7,999     15,148     13,608
                                                                    -------    -------    -------    -------
                                                                    $44,540    $39,963    $89,203    $79,251
                                                                    =======    =======    =======    =======




                                                                    JUNE 30,    DECEMBER 31,
                                                                      2002          2001
                                                                    --------    ------------
                                                                          
    IDENTIFIABLE ASSETS
    Canada......................................................    $156,933      $108,576
    Chile.......................................................      84,903        88,430
    Brazil......................................................     119,399       188,148
    Greece......................................................      37,533        37,475
    Others......................................................      37,219        35,666
                                                                    --------      --------
                                                                    $435,987      $458,295
                                                                    ========      ========


7.  SUBSEQUENT EVENT

   In August 2002, the Greek government returned the letter of guarantee to the
   Company in connection with the commitment to construct a gold plant at
   Olympias. As a result, the related pledge of cash and cash equivalents in an
   amount of $7.5 million will be released.

                                       F-59


8.  SUPPLEMENTARY INFORMATION ON MINORITY INTERESTS AND PARTICIPATION RIGHTS



                                                                       THREE MONTH            SIX MONTH
                                                                       PERIOD ENDED          PERIOD ENDED
                                                                         JUNE 30,              JUNE 30,
                                                                    ------------------    ------------------
                                                                     2002       2001       2002       2001
                                                                    -------    -------    -------    -------
                                                                                         
    Revenue.....................................................    $17,943    $15,243    $35,650    $31,209
    Mine Operating Costs........................................     14,810     14,898     30,059     29,982
    Other expenses..............................................      1,544        971      1,934      2,028
                                                                    -------    -------    -------    -------
    Minority interests and participation rights.................    $ 1,589    $  (626)   $ 3,657    $  (801)
                                                                    =======    =======    =======    =======


                                       F-60


                      (PRICEWATERHOUSECOOPERS LETTERHEAD)



                                AUDITORS' REPORT

To the Directors of
  TVX Gold Inc.

     We have audited the consolidated balance sheets of TVX Gold Inc. as at
December 31, 2001 and 2000 and the consolidated statements of operations,
deficit and cash flows for the years ended December 31, 2001, 2000 and 1999.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.


     We conducted our audits in accordance with Canadian and United States
generally accepted auditing standards. Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.


     In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of TVX Gold Inc. as at December
31, 2001 and 2000 and the results of its operations and its cash flows for the
years ended December 31, 2001, 2000 and 1999 in accordance with Canadian
generally accepted accounting principles.

(SIGNED) "PRICEWATERHOUSECOOPERS LLP"

CHARTERED ACCOUNTANTS

Toronto, Ontario

March 12, 2002, except for note 19 which is as of July 16, 2002


PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP
and other members of the worldwide PricewaterhouseCoopers organization.
                                       F-61


                                 TVX GOLD INC.
                          CONSOLIDATED BALANCE SHEETS
                        AS AT DECEMBER 31, 2001 AND 2000
                      (thousands of United States dollars)



                                                                2001        2000
                                                              --------    --------
                                                                 $           $
                                                                    
                                      ASSETS
CURRENT ASSETS
Cash and cash equivalents (notes 8(e), 13(d) and 16(c)).....    54,528      93,635
Short-term investments......................................     7,395      31,492
Accounts receivable.........................................    25,739      29,596
Inventories (note 3)........................................    24,299      24,501
                                                              --------    --------
                                                               111,961     179,224
MINING PROPERTY, PLANT AND EQUIPMENT (note 4)...............   237,262     494,105
EXPORT PREPAYMENT CONTRACTS (note 5)........................    66,983      42,483
DEFERRED CHARGES (note 13(c))...............................       182       7,384
DEFERRED INCOME TAXES (note 14(d))..........................    12,473       9,112
OTHER ASSETS (note 6).......................................    29,434      30,699
                                                              --------    --------
                                                               458,295     763,007
                                                              ========    ========
                                   LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities (note 10)..........    28,266      28,407
Current portion of long-term debt (note 8)..................    15,401      18,585
Debenture payable (note 7)..................................        --      26,855
Current portion of deferred revenue (note 13(c))............     5,332       4,984
                                                              --------    --------
                                                                48,999      78,831
LONG-TERM DEBT (note 8).....................................    58,832      69,780
OTHER LIABILITIES (note 10).................................    22,943      24,648
DEFERRED INCOME TAXES (note 14).............................    20,948      28,411
                                                              --------    --------
                                                               151,722     201,670
MINORITY INTERESTS AND PARTICIPATION RIGHTS (note 18).......   132,088     164,788
                                                              --------    --------
                                                               283,810     366,458
                                                              --------    --------
SHAREHOLDERS' EQUITY
CAPITAL STOCK (note 11).....................................   594,661     382,900
CONTRIBUTED SURPLUS (note 11(d))............................    36,255       1,526
GOLD LINKED CONVERTIBLE NOTES (note 9)......................        --     233,960
DEFICIT.....................................................  (456,431)   (221,837)
                                                              --------    --------
                                                               174,485     396,549
                                                              --------    --------
                                                               458,295     763,007
                                                              ========    ========
COMMITMENTS AND CONTINGENCIES (notes 8(e), 16 and 18)


  The accompanying notes form an integral part of these consolidated financial
                                  statements.

                        Approved on behalf of the Board


                                                  
         (signed)  George F. Michals                 (signed)  David P. Smith
                   Director                                  Director


                                       F-62


                                 TVX GOLD INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
       (thousands of United States dollars except for per share amounts)



                                                                2001       2000       1999
                                                              --------    -------    -------
                                                                 $           $          $
                                                                            
REVENUE.....................................................   158,340    170,030    162,856
                                                              --------    -------    -------
MINE OPERATING COSTS
Cost of sales...............................................   108,148    106,804     87,298
Depletion and depreciation..................................    40,243     38,000     48,036
                                                              --------    -------    -------
                                                               148,391    144,804    135,334
                                                              --------    -------    -------
                                                                 9,949     25,226     27,522
MINING PROPERTY WRITE-DOWNS (note 4)........................    21,000         --         --
                                                              --------    -------    -------
EARNINGS (LOSS) FROM OPERATIONS BEFORE THE UNDERNOTED.......   (11,051)    25,226     27,522
                                                              --------    -------    -------
OTHER EXPENSES (INCOME)
Non-operating asset write-downs (note 4)....................   223,513         --     64,000
Corporate administration....................................     8,123      6,597      7,753
Interest expense............................................     3,769      3,447      4,713
Exploration.................................................     3,380      5,497      4,531
Foreign exchange loss.......................................     3,293      2,015      1,453
Interest income.............................................    (5,650)    (9,503)    (9,076)
Gain on disposal of minority interests and participation
  rights (note 18)..........................................        --         --     (4,197)
Other, net..................................................    (3,883)     5,420      1,026
                                                              --------    -------    -------
                                                               232,545     13,473     70,203
                                                              --------    -------    -------
EARNINGS (LOSS) BEFORE THE UNDERNOTED.......................  (243,596)    11,753    (42,681)
INCOME TAX (RECOVERY) EXPENSE (note 14).....................    (5,634)      (179)     4,782
MINORITY INTERESTS AND PARTICIPATION RIGHTS (note 18).......   (10,034)      (496)       102
                                                              --------    -------    -------
NET EARNINGS (LOSS) FOR THE YEAR............................  (227,928)    12,428    (47,565)
                                                              ========    =======    =======
EARNINGS (LOSS) PER SHARE (notes 2, 11(c) and 19)...........    (12.41)      0.03     (17.33)


  The accompanying notes form an integral part of these consolidated financial
                                  statements.
                                       F-63


                                 TVX GOLD INC.

                       CONSOLIDATED STATEMENTS OF DEFICIT
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                      (thousands of United States dollars)



                                                                2001        2000        1999
                                                              --------    --------    --------
                                                                 $           $           $
                                                                             
DEFICIT, BEGINNING OF YEAR -- as originally reported........  (221,837)   (219,838)   (160,391)
Change in accounting for income taxes (note 2)..............        --      (2,102)         --
                                                              --------    --------    --------
DEFICIT, BEGINNING OF YEAR -- restated......................  (221,837)   (221,940)   (160,391)
NET EARNINGS (LOSS) FOR THE YEAR............................  (227,928)     12,428     (47,565)
Accretion of convertible notes (note 9).....................    (6,666)    (12,325)    (11,882)
                                                              --------    --------    --------
DEFICIT, END OF YEAR........................................  (456,431)   (221,837)   (219,838)
                                                              ========    ========    ========


  The accompanying notes form an integral part of these consolidated financial
                                  statements.
                                       F-64


                                 TVX GOLD INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
                      (thousands of United States dollars)




                                                                2001        2000        1999
                                                              --------    --------    --------
                                                                 $           $           $
                                                                             
OPERATING ACTIVITIES
Net earnings (loss) for the year............................  (227,928)     12,428     (47,565)
Non-cash items:
  Depletion and depreciation................................    40,243      38,000      48,036
  Deferred income taxes.....................................   (10,919)     (4,022)     (2,485)
  Non-operating asset write-downs...........................   223,513          --      64,000
  Mining property write-downs...............................    21,000          --          --
  Minority interests and participation rights...............   (10,034)       (496)        102
  Change in reclamation provision...........................    (2,771)         --          --
  Gain on disposal of minority interests and participation
     rights (note 18).......................................        --          --      (4,197)
  Other.....................................................     1,006         326       1,810
  Deferred revenue..........................................    (4,608)    (11,020)    (13,571)
  Net proceeds from hedge book restructuring (note 13)......    16,801          --          --
                                                              --------    --------    --------
                                                                46,303      35,216      46,130
Changes in non-cash working capital.........................      (520)     (2,659)        512
                                                              --------    --------    --------
Cash provided by operating activities.......................    45,783      32,557      46,642
                                                              --------    --------    --------
INVESTING ACTIVITIES
Mining property, plant and equipment........................   (25,552)    (48,746)    (55,263)
Net proceeds on disposal of minority interest and
  participation rights (note 18)............................        --          --     180,953
Payment of receivable from High River Gold Mines Ltd........     3,014       1,541       1,529
Purchases of short-term investments.........................   (51,480)   (102,274)    (50,144)
Sales and maturities of short-term investments..............    75,577      89,157      58,291
Export prepayment contracts.................................   (24,500)    (42,483)     25,427
Other.......................................................    (1,495)     (2,569)      2,568
                                                              --------    --------    --------
Cash (used for) provided by investing activities............   (24,436)   (105,374)    163,361
                                                              --------    --------    --------
FINANCING ACTIVITIES
Long-term debt borrowings...................................    26,944      45,133       8,000
Long-term debt repayments...................................   (26,470)    (25,622)   (126,436)
Debenture payable...........................................   (26,855)     26,855          --
Minority interest dividends.................................   (22,666)    (15,963)         --
Gold linked convertible notes...............................    (9,173)    (10,501)     (9,623)
Contributed surplus.........................................    (1,595)         --          --
Common shares...............................................      (639)       (626)     24,000
                                                              --------    --------    --------
Cash (used for) provided by financing activities............   (60,454)     19,276    (104,059)
                                                              --------    --------    --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS............   (39,107)    (53,541)    105,944
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR................    93,635     147,176      41,232
                                                              --------    --------    --------
CASH AND CASH EQUIVALENTS, END OF YEAR......................    54,528      93,635     147,176
                                                              ========    ========    ========



  The accompanying notes form an integral part of these consolidated financial
                                  statements.
                                       F-65


                                 TVX GOLD INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              Dollar amounts in thousands of U.S. dollars, except
           amounts per share and per ounce or unless otherwise noted

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   These consolidated financial statements have been prepared in accordance with
   accounting principles generally accepted in Canada which, in the Company's
   case, conform in all material respects with accounting principles generally
   accepted in the United States ("US"), except as disclosed in note 17. The
   significant accounting policies followed by the Company and its incorporated
   and unincorporated joint ventures are summarized as follows:

    a)   BASIS OF CONSOLIDATION

      These consolidated financial statements include the accounts of the
      Company and its subsidiaries. Investments in incorporated and
      unincorporated joint ventures are accounted for by the proportionate
      consolidation method as substantially all of the Company's business is
      conducted through joint ventures.

    b)   USE OF ESTIMATES

      The preparation of the financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosures of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period. The most significant estimates are related to
      the physical and economic lives and the recoverability of mining assets,
      mineral reserves, site restoration and related obligations, commodity
      contracts and financial instruments and income taxes. Actual results could
      differ from those estimates.

    c)   TRANSLATION OF FOREIGN CURRENCIES

      The accounts of the Canadian operations and operations in foreign
      countries have been translated using the temporal method for foreign
      integrated operations. The functional currency of the Company is US
      dollars, as the Company considers the US dollar to be the principal
      currency of its operations. Under the temporal method, monetary assets and
      liabilities have been translated at the end of year exchange rates.
      Non-monetary assets, which primarily comprise mining property, plant and
      equipment, have been translated using historic rates of exchange. Revenues
      and expenses have been translated at the average rates of exchange during
      the years, except for depletion and depreciation, which have been
      translated at the same rates as the related assets. Foreign exchange gains
      and losses on current monetary assets and liabilities are included in the
      determination of earnings. Gains and losses related to long-term debt are
      deferred and amortized over the remaining term of the debt.

    d)   COMMODITY CONTRACTS AND FINANCIAL INSTRUMENTS

      In the normal course of business, the Company uses agreements with
      financial institutions, principally derivatives, to hedge its exposure to
      fluctuations in metal prices, foreign exchange rates and interest rates.
      The intent is to protect the Company against downside price risk on future
      metal sales and cash flow risk on interest rates and foreign exchange.

      The Company mitigates the counterparty credit risk exposure arising from
      these agreements by transacting with financially sound institutions. Some
      derivative instruments entered into by the Company are subject to margin
      requirements, beyond varying threshold limits, in the event that values of
      the hedged instruments significantly change.

      Commodity derivative hedging transactions include forward sales and
      options contracts. Realized gains and losses, as well as premiums, are
      recognized in revenue as the designated production is delivered. If
      contracts are amended or closed out before the planned delivery of the
      designated production, recognition of any gains or losses is deferred
      until their original designation period. Commodity commitments not
      designated as hedges are marked to market and the resultant gains or
      losses are recorded in earnings in the period.

      The Company periodically enters into lease rate swap agreements in
      conjunction with commodity contracts. Obligations under lease rate swap
      agreements, entered into expressly to finance options purchased, are
      marked to market at the balance sheet date and the resulting gains or
      losses are deferred until the related production is delivered.

      The Company enters into forward foreign exchange contracts to hedge the
      effect of exchange rates on a portion of its future currency requirements.
      Gains and losses are recognized and reported as a component of the related
      transactions.

      The carrying amount of cash and cash equivalents, short-term investments,
      accounts receivable, export prepayment contracts, accounts payable and
      accrued liabilities, debenture payable and current and long-term debt
      represents their fair value unless otherwise specified.

    e)   REVENUE RECOGNITION

      Revenue from the sale of bullion and base metal concentrates is recognized
      when title passes to the purchaser.

                                       F-66


    f)   INVENTORIES

      Gold and silver bullion inventories, dore, work-in-process, base metal
      concentrates and ore stockpiles are carried at the lower of average
      production cost and net realizable value. Materials and supplies
      inventories are stated at the lower of cost and replacement value.

    g)   MINING PROPERTY, PLANT AND EQUIPMENT


      Mining property, plant and equipment is recorded at cost including costs
      associated with acquisition and further development, including costs
      incurred to access ore, of mining properties. Depletable assets are
      amortized over the life of the mine on a unit-of-production basis. The
      current estimated mine lives range from 4 to 20 years with the average
      being 10 years. Depreciable assets are also amortized over the life of the
      mine on a unit-of-production basis except where the useful life of a
      depreciable asset is less than the life of the mine, in which case
      depreciation is recorded on a straight-line basis over its useful life.
      Amortization on a unit of production basis is based on proven and probable
      reserves.



      The Company carries out an impairment evaluation when conditions or events
      occur suggesting that an asset has been impaired. Mining assets are
      evaluated by comparing the undiscounted future net cash flows against
      their current carrying value. When the cash flows demonstrate an
      impairment, the Company will write down its value. Operational
      considerations include projected operating cost structures, future capital
      requirements, including mine closure costs, and estimates of mine life
      based on known reserves. Metal prices utilized for the 2001 evaluation
      were $300 per ounce (2000 -- $300; 1999 -- $325) for gold, $4.50 per ounce
      (2000 and 1999 -- $5.50) for silver, $475 per tonne for lead (2000 and
      1999 -- $550) and $775 per tonne for zinc (2000 and 1999 -- $1,200).


    h)   EXPLORATION


      Exploration expenditures, excluding property acquisition costs, are
      charged to earnings as incurred. When it has been established that a
      mining property is intended to be developed, including the establishment
      of proven and probable reserves, further costs incurred prior to the start
      of mining operations, are recorded as deferred development costs and
      amortized in accordance with the policies described under note 1(g).


    i)   RECLAMATION COSTS


      Expenditures relating to ongoing environmental and reclamation programs
      are charged against earnings as incurred or capitalized and amortized
      depending on their future economic benefit. Estimated future reclamation
      costs, including site restoration, where reasonably determinable are
      charged against earnings over the estimated useful life of the mine based
      on proven and probable reserves. These estimates are based on current
      standards or higher. These standards are subject to future legislative
      changes which will be reflected in the estimates when passed.


    j)   FINANCING COSTS

      Debt issue costs are deferred and amortized over the term of the debt.
      Interest and debt issue costs, whether incurred directly or indirectly,
      are capitalized when they arise from indebtedness incurred to finance
      development activities on mining properties and are amortized to earnings
      when production commences.

    k)   CASH AND CASH EQUIVALENTS


      Cash and cash equivalents include those short-term money market
      instruments which have a term to maturity of three months or less.
      Short-term investment represents short-term money market instruments with
      maturities greater than three months and less than one year.


    l)   STOCK-BASED COMPENSATION PLAN


      The Company has a stock-based compensation plan which is described in note
      12. No compensation expense is recognized under the plan when stock or
      stock options are issued under the plan to directors, officers and
      employees. The fair value of options issued to consultants is recognized
      as an expense at the date of issue. Consideration paid on exercise of
      stock options is credited to share capital.


2.  CHANGES IN ACCOUNTING POLICIES

   Effective January 1, 2001, the Company adopted, retroactively, a new
   accounting standard issued by the Canadian Institute of Chartered Accountants
   (CICA) relating to earnings per share. This standard modifies the method of
   calculating fully diluted earnings per share. Diluted earnings per share was
   unchanged as a result of adopting the new standard.

   In December 1997, the Canadian Institute of Chartered Accountants issued
   Handbook section 3465, Income Taxes, which was effective January 1, 2000. The
   standard required a change from the deferral method of accounting, to the
   asset and liability method of accounting for income taxes. Under the asset
   and liability method, future tax assets and liabilities are recognized for
   the future tax consequences attributable to differences between the financial
   statement carrying amounts of existing assets and liabilities and their
   respective tax bases. Future tax assets and liabilities are measured using
   enacted or substantively enacted tax rates expected to apply when the asset
   is realized or the liability settled. The effect on future tax assets and
   liabilities of a change in tax rates is recognized in income in the period
   that substantive enactment or enactment occurs.

                                       F-67


   The Company adopted section 3465 retroactively without restatement of the
   1999 comparative figures. The deficit as at January 1, 2000 was increased by
   $2,102 and earnings for the year ended December 31, 2000 increased by $3,232
   as a result of this change.

3.  INVENTORIES



                                                                     DECEMBER 31,
                                                                   ----------------
                                                                    2001      2000
                                                                   ------    ------
                                                                     $         $
                                                                       
    Bullion and dore............................................    3,294     2,475
    Base metal concentrates.....................................    4,199     2,979
    Work-in-process.............................................    2,257     1,989
    Ore stockpiles -- precious metals...........................    2,693     3,095
    Materials and supplies......................................   11,856    13,963
                                                                   ------    ------
                                                                   24,299    24,501
                                                                   ======    ======


4.  MINING PROPERTY, PLANT AND EQUIPMENT



                                                                       DECEMBER 31,
                                                                   --------------------
                                                                     2001        2000
                                                                   --------    --------
                                                                      $           $
                                                                         
    Mining property and deferred development....................    311,430     316,573
    Accumulated depletion.......................................   (207,300)   (187,439)
                                                                   --------    --------
                                                                    104,130     129,134
                                                                   --------    --------
    Mine plant and equipment....................................    293,346     296,363
    Accumulated depreciation....................................   (178,193)   (168,338)
                                                                   --------    --------
                                                                    115,153     128,025
                                                                   --------    --------
    Equipment under capital lease...............................      4,943       4,943
    Accumulated depreciation....................................     (1,964)     (1,091)
                                                                   --------    --------
                                                                      2,979       3,852
                                                                   --------    --------
    Greek development projects..................................     15,000     233,094
                                                                   --------    --------
                                                                    237,262     494,105
                                                                   ========    ========


   The Company wrote down the carrying value of certain assets as follows:



                                                                        FOR THE YEARS ENDED
                                                                           DECEMBER 31,
                                                                   -----------------------------
                                                                    2001       2000       1999
                                                                   -------    -------    -------
                                                                      $          $          $
                                                                                
    Reduction in carrying value of Greek development projects
      (note 16(b))..............................................   223,513         --     64,000
                                                                   -------    -------    -------
    Reduction in carrying value of La Coipa Mine................    13,000         --         --
    Reduction in carrying value of New Britannia Mine...........     8,000         --         --
                                                                   -------    -------    -------
                                                                    21,000         --         --
                                                                   -------    -------    -------
    Mining property write-downs.................................   244,513         --     64,000
                                                                   =======    =======    =======


   Interest capitalized to the Greek development projects during 2001 is $671
   (2000 -- $1,996; 1999 -- $5,116).

5.  EXPORT PREPAYMENT CONTRACTS

   The export prepayment contracts represent proceeds from export financing
   (note 8(a)) assigned to a Brazilian financial institution in return for a
   cash premium. The premium totals $3.5 million, is included in Other assets,
   and is recognized in income over the term of the corresponding export loans
   up to December 2005.

                                       F-68


6.  OTHER ASSETS



                                                                     DECEMBER 31,
                                                                   ----------------
                                                                    2001      2000
                                                                   ------    ------
                                                                     $         $
                                                                       
    Receivable from High River Gold Mines Ltd. (a)..............   14,867    17,881
    Pyrite concentrates.........................................    8,485     8,485
    Other.......................................................    6,082     4,333
                                                                   ------    ------
                                                                   29,434    30,699
                                                                   ======    ======


---------------

    (a)  The receivable from High River Gold Mines Ltd., a joint venture partner
         in the New Britannia Mine, bears interest at prime plus 0.625% and is
         repayable from their share of cash flow from the New Britannia Mine.

7.  DEBENTURE PAYABLE

   A Brazilian subsidiary of the Company issued a short-term debenture in
   December 2000 in the amount of $26,855. The debenture bore interest at 7.88%
   and was repaid on June 25, 2001.

8.  LONG-TERM DEBT



                                                                      DECEMBER 31,
                                                                   ------------------
                                                                    2001       2000
                                                                   -------    -------
                                                                      $          $
                                                                        
    Crixas export loans (a).....................................     7,250      8,750
    Brasilia export loans (a)...................................    66,983     47,383
    Lease rate swaps and other (b)..............................        --     14,656
    Gold linked convertible notes (note 9)......................        --     17,576
                                                                   -------    -------
    Total debt..................................................    74,233     88,365
    Less: Current portion.......................................   (15,401)   (18,585)
                                                                   -------    -------
    Long-term debt..............................................    58,832     69,780
                                                                   =======    =======


---------------

    a)   The Brazilian mines (Brasilia, Crixas) received advances against future
         export commitments. These loans are denominated in US dollars and bear
         interest at an average rate of 7.6%. The Brasilia loan balance has
         corresponding deposits to match each and all maturities which are
         included in export prepayment contracts (2000 -- included in cash and
         cash equivalents ($1,224), short-term investments ($3,676) and export
         prepayment contracts ($42,483)).

    b)   At December 31, 2000, the Company had a liability of $1,634 under a
         Lease Rate Swap ("LRS") arrangement with a notional amount of 129,600
         gold ounces. The LRS was used to finance $280 gold put options maturing
         quarterly to March 2003.

         Also at December 31, 2000, a LRS was used to finance 390,000 ounces of
         $360 gold put options maturing quarterly from 2003 to 2006. Associated
         with this LRS at December 31, 2000, the Company had a liability with
         Normandy Mining Limited ("Normandy") of $13,022.

         The LRS arrangements were terminated in 2001 as part of the commodity
         contracts restructuring described in note 13.

    c)   Long-term debt maturing after December 31, 2001 is as follows:



                                                                         CRIXAS     BRASILIA     TOTAL
                                                                         -------    ---------    ------
                                                                            $           $          $
                                                                                        
         2002........................................................     5,750       9,651      15,401
         2003........................................................     1,500      20,188      21,688
         2004........................................................        --      18,774      18,774
         2005........................................................        --      18,370      18,370
                                                                          -----      ------      ------
                                                                          7,250      66,983      74,233
                                                                          =====      ======      ======


    d)   The Company has an unutilized $2.0 million revolving line of credit
         with Normandy. Amounts drawn on this facility are subject to interest
         at LIBOR plus 2.35% and are collateralized.

    e)   Letters of credit have been issued against reclamation costs at the
         Mineral Hill mine which was closed in 1996. Cash and cash equivalents
         in an amount of $8.6 million are pledged against these letters of
         credit at December 31, 2001 (2000 -- $7.8 million).

         An additional $0.9 million of letters of credit have been issued
         relating to the Musselwhite mine (2000 -- $0.9 million).

         See also note 16(c) regarding Hellenic Gold commitments.

    f)   Interest paid during 2001 amounted to $13,615 (2000 -- $18,170; 1999 --
         $10,586).

                                       F-69


9.  GOLD LINKED CONVERTIBLE NOTES

   On March 14, 1997, the Company issued $250 million of subordinated unsecured
   convertible notes ("Notes"). The Notes bore interest at 5% per annum which
   was payable semi-annually. The original maturity date of the Notes was March
   28, 2002.

   On July 10, 2001, the Company completed the conversion of the Notes into
   32,150,118 common shares of the Company. The effect of the conversion was to
   increase capital stock by $211,761, increase contributed surplus by $34,729,
   reduce the current portion of long-term debt by $8,403, reduce deferred
   charges by $2,539 and reduce the equity component of gold linked convertible
   notes by $240,626. No gain or loss was recognized on the consolidated
   statement of operations.

   The Notes were accounted for in accordance with CICA Section 3860 whereby
   debt securities which have interest payable in cash and give the issuer the
   right to settle the principal amount in common shares are split into a
   liability and an equity component. The liability component of the debt was
   calculated as the present value of the interest payments discounted at a rate
   estimated to be equivalent to a similar non-convertible debt. The net
   proceeds received from the issuance of the Notes, less the liability
   component, were classified as equity.

   The liability component was reduced by semi-annual interest payments, net of
   changes in the present value of the liability component which were charged to
   earnings. The equity component was increased over time by charges to deficit
   for interest accretion and amortization of issuance costs so that at
   maturity, it would be equal to the face value of the Notes.



                                                                      DECEMBER 31,
                                                                   ------------------
                                                                    2001       2000
                                                                   -------    -------
                                                                                 $
                                                                        
    Liability component of debt
      Current portion...........................................        --     11,459
      Long-term portion.........................................        --      6,117
                                                                   -------    -------
                                                                        --     17,576
                                                                   =======    =======
    Equity component -- net of issuance costs...................        --    233,960
                                                                   =======    =======


   During the year ended December 31, 2001, the charges to deficit were $6,666
   (2000 -- $12,325; 1999 -- $11,882).

10. OTHER LIABILITIES



                                                                     DECEMBER 31,
                                                                   ----------------
                                                                    2001      2000
                                                                   ------    ------
                                                                     $         $
                                                                       
    Reclamation provisions -- operating properties..............   13,782    10,729
    Reclamation provisions -- non-operating properties (a)......    1,000     5,000
    Capital lease (b)...........................................    1,901     3,000
    Other.......................................................    6,260     5,919
                                                                   ------    ------
                                                                   22,943    24,648
                                                                   ======    ======


    -------------------
   a)   An additional $2.9 million (2000 -- $4.5 million) of accrued reclamation
        costs relating to the current portion of the reclamation accrual for the
        Mineral Hill mine is included in accounts payable at December 31, 2001.

   b)   The total remaining capital lease obligation of $2,930 accrues interest
        at 90 day LIBOR plus 1.5%. Future minimum lease payments are as follows:



                                                                          $
                                                                        ------
                                                                     
         2002........................................................    1,143
         2003........................................................    1,142
         2004........................................................      856
                                                                        ------
                                                                         3,141
         Less: Interest..............................................     (211)
                                                                        ------
                                                                         2,930
         Less Current portion........................................   (1,029)
                                                                        ------
                                                                         1,901
                                                                        ======


                                       F-70


11. CAPITAL STOCK

    a)   Authorized

         Unlimited number of common shares without par value.

    b)   Issued

         The Company's issued and outstanding common shares are as follows:



                                                                         NUMBER OF
                                                                          SHARES          $
                                                                        -----------    -------
                                                                                 
         Outstanding as at December 31, 1998.........................     3,235,657    361,052
         Shares issued for cash (note 18)............................       356,665     24,000
                                                                        -----------    -------
         Outstanding as at December 31, 1999.........................     3,592,322    385,052
         Shares repurchased and cancelled............................       (20,080)    (2,152)
         Fractional shares redeemed..................................            (7)        --
                                                                        -----------    -------
         Outstanding as at December 31, 2000.........................     3,572,235    382,900
         Shares issued on conversion of the Notes (note 9)...........    32,150,118    211,761
                                                                        -----------    -------
         Outstanding as at December 31, 2001.........................    35,722,353    594,661
                                                                        ===========    =======


         Under a special resolution of the shareholders of the Company on June
         27, 2000, the shareholders authorized the consolidation of share
         capital on a five for one basis. All share capital, share and option
         data in the consolidated financial statements have been retroactively
         restated to reflect the share consolidation (note 19).

    c)   The earnings (loss) per share has been calculated using the weighted
         average number of shares outstanding during the year of 18,898,593
         shares (2000 -- 3,581,370; 1999 -- 3,431,090). For purposes of the
         calculation, the loss is adjusted for charges related to the Notes
         totaling $6,666 (2000 -- $12,325; 1999 -- $11,882) (note 9). Diluted
         loss per share has not been presented, as it would not be dilutive.
         Diluted earnings per share reflects the maximum possible dilution from
         the potential conversion of stock options.

         Basic earnings (loss) per share for the years ended December 31:



                                                                           2001           2000          1999
                                                                        -----------    ----------    ----------
                                                                             $             $             $
                                                                                            
         Net earnings (loss).........................................      (227,928)       12,428       (47,565)
         Interest accretion on the Notes.............................        (6,666)      (12,325)      (11,882)
                                                                        -----------    ----------    ----------
         Net earnings (loss) applicable to common shares.............      (234,594)          103       (59,447)
                                                                        ===========    ==========    ==========
         Weighted average common shares outstanding..................    18,898,593     3,581,370     3,431,090
                                                                        ===========    ==========    ==========
         Basic earnings (loss) per common share......................        (12.41)         0.03        (17.33)
                                                                        ===========    ==========    ==========


    d)   During 2000, under a normal course issuer bid, the Company repurchased
         20,080 common shares at an average cost of CAN$46.00 per share. These
         transactions resulted in contributed surplus of $1,526. The
         restructuring of the Notes during 2001 (note 9) resulted in additional
         contributed surplus of $34,729 in 2001.

    e)   During 2001, the Company adopted a normal course issuer bid under which
         it may purchase for cancellation, up to 1.7 million of its common
         shares. The bid will terminate on the earlier of a date determined by
         the Company and December 13, 2002. No shares have been repurchased to
         date.

    f)   The Company has issued 8,000 warrants outstanding to purchase common
         shares at CAN$66.50 per share expiring August 11, 2003.

12. STOCK-BASED COMPENSATION PLAN

   The Company has granted common share options to certain directors, officers,
   employees and consultants to attract and retain key personnel. Under the
   Company's 1994 Stock Option Plan, as amended, up to 3.5 million common share
   options for terms up to ten years at a price no lower than the market price
   at the time of the grant are available to certain directors, officers,
   employees and consultants. The total number of shares which may be purchased
   under any options granted to insiders of the Company under the Stock Option
   Plan shall be less than a majority of the total number of shares available
   for issuance under the Stock Option Plan.

   At the time of the grant, vesting is at the discretion of the Board of
   Directors. Options granted typically vest equally over the first three years
   with one quarter vesting on the date of the grant. All options granted have
   five-year terms.

   In the event of a fundamental change in the ownership and/or capital
   structure of the Company, all options outstanding will automatically vest and
   become fully exercisable and the options will continue until the end of the
   expiry period.

                                       F-71


   A summary of the status of the stock option plan as at December 31, 2001,
   2000 and 1999 and changes during the years ending on those dates, reflecting
   the share consolidations referred to in notes 11(b) and 19, is as follows:



                                                                         2001                 2000                 1999
                                                                  ------------------   ------------------   ------------------
                                                                           WEIGHTED-            WEIGHTED-            WEIGHTED-
                                                                            AVERAGE              AVERAGE              AVERAGE
                                                                           EXERCISE             EXERCISE             EXERCISE
                                                                  SHARES     PRICE     SHARES     PRICE     SHARES     PRICE
                                                                  ------   ---------   ------   ---------   ------   ---------
                                                                  (000s)     CAN$      (000s)     CAN$      (000s)     CAN$
                                                                                                   
    Outstanding at beginning of year............................    267     155.50      328      191.00       342     355.50
    Granted.....................................................  1,016       8.50       --          --       146      66.50
    Expired.....................................................    (41)    204.70      (61)     346.10      (160)    430.00
                                                                  -----     ------      ---      ------      ----     ------
      Outstanding at end of year................................  1,242      30.10      267      155.50       328     191.00
                                                                  =====     ======      ===      ======      ====     ======
      Options exercisable at year end...........................    546      57.20      198      175.00       167     258.50
                                                                  =====     ======      ===      ======      ====     ======


   The following table summarizes information on stock options outstanding at
   December 31, 2001:



                                                                       OPTIONS OUTSTANDING
                                                             ---------------------------------------      OPTIONS EXERCISABLE
                                                                               WEIGHTED                --------------------------
                                                                 NUMBER         AVERAGE     WEIGHTED       NUMBER        WEIGHTED
                                                             OUTSTANDING AT    REMAINING    AVERAGE    EXERCISABLE AT    AVERAGE
                                                              DECEMBER 31,    CONTRACTUAL   EXERCISE    DECEMBER 31,     EXERCISE
    RANGE OF EXERCISE PRICES CAN$                                 2001        LIFE YEARS     PRICE          2001          PRICE
    -----------------------------                            --------------   -----------   --------   ---------------   --------
                                                                 (000s)                       CAN$         (000s)          CAN$
                                                                                                          
    355.00 -- 492.50.......................................         13           0.46        411.50           13          411.50
    194.00 -- 229.50.......................................         41           1.15        199.80           41          199.80
    138.00 -- 162.50.......................................         41           1.61        162.00           41          162.00
     66.50 --  99.50.......................................        131           2.61         66.50          127           66.50
      8.50 --  12.50.......................................      1,016           4.70          8.50          324            8.50
                                                                 -----           ----        ------          ---          ------
      8.50 -- 492.50.......................................      1,242           4.22         30.10          546           57.20
                                                                 =====           ====        ======          ===          ======


13. COMMODITY CONTRACTS AND FINANCIAL INSTRUMENTS

   In August 2001, the Company restructured its gold hedging program to replace
   390,000 ounces of $360 put options financed by lease rate swaps with 550,000
   ounces of $250 put options maturing from 2003 to 2006. The lease rate swaps
   were repaid (note 8(b)). In addition, the 129,600 ounces of $280 per ounce
   put options previously financed by lease rate swaps were restructured to be
   puts. The effect of the restructuring was to reduce total debt by $17,626 and
   increase deferred revenue by $14,829. The total net cash cost of the
   restructuring was $825.

   The net gain of $3,658 resulting from the restructuring has been deferred to
   be recognized over the period of the originally designated production ending
   in 2006.

   The Company's consolidated precious metals hedging program and deferred
   revenue as at December 31, 2001 is presented below:

    a)   Gold



                                                                          PUTS BOUGHT
                                                                        ---------------
                                                                        OUNCES     $/OZ
                                                                        -------    ----
                                                                             
         2002........................................................   200,000    280
         2003........................................................   150,000    260
         2004........................................................   150,000    250
         2005........................................................   150,000    250
         2006........................................................   150,000    250
                                                                        -------    ---
                                                                        800,000    259
                                                                        =======    ===


      The fair value of the gold put option contracts at December 31, 2001 was
      $6,652.

                                       F-72


    b)   Silver



                                                                           CALLS SOLD
                                                                        -----------------
                                                                         OUNCES      $/OZ
                                                                        ---------    ----
                                                                               
         2002........................................................   2,000,000    6.00
         2003........................................................   2,000,000    6.00
                                                                        ---------    ----
                                                                        4,000,000    6.00
                                                                        =========    ====


         The silver calls sold are not considered to be a hedge and have been
         marked to market at December 31, 2001.

    c)   Deferred revenue and deferred charges comprise net premiums on open
         calls, put options and lease rate swap arrangements as well as realized
         gains and losses on hedging transactions. Deferred revenue will be
         recognized as the originally designated hedged production is delivered,
         and reflected in earnings as follows:



                                                                        DEFERRED    DEFERRED
                                                                        REVENUE     CHARGES     TOTAL
                                                                        --------    --------    ------
                                                                           $           $          $
                                                                                       
         2002........................................................     9,500      (4,168)     5,332
         2003........................................................     9,894      (3,497)     6,397
         2004........................................................     9,873      (8,073)     1,800
         2005........................................................     6,416      (8,819)    (2,403)
         2006........................................................     5,624      (8,793)    (3,169)
         2007........................................................        --      (2,807)    (2,807)
                                                                         ------     -------     ------
                                                                         41,307     (36,157)     5,150
         Less: Current portion of deferred revenue...................                            5,332
                                                                                                ------
         Deferred charges............................................                             (182)
                                                                                                ======


    d)   Certain commodity contracts entered into by the Company require a
         deposit with an intermediary to cover margin calls. This amount
         fluctuates with spot gold and silver prices and at December 31, 2001,
         amounted to $515 ($2000 -- $2,570) which is included in cash and cash
         equivalents.

    e)   The Company has entered into contracts which establish a fixed exchange
         rate on a portion of its future Canadian dollar cash requirements. The
         Company accounts for these forward contracts as a hedge of future
         operating costs of Canadian operations. As at December 31, 2001, the
         Company held Canadian dollar forward purchase contracts for US$9.6
         million at an average exchange rate of $1.58, which expire during 2002.
         The fair value of these contracts at December 31, 2001 is $82.

    f)   The Company also enters into hedging agreements to establish a fixed
         exchange rate for a portion of its Euro cash requirements for its
         operations in Greece. At December 31, 2001, the Company had 1.125
         million Euros per month, until December 2002, purchased at an average
         cost of 0.8887 EUR. The fair value adjustment at year-end was a loss of
         $103.

14. INCOME TAXES

    a)   Details of income tax (recovery) expense for the years ended December
         31 are as follows:



                                                                         2001       2000      1999
                                                                        -------    ------    ------
                                                                           $         $         $
                                                                                    
         Income taxes
           Current
             Foreign.................................................     4,863     3,680     7,079
             Canada..................................................       422       163       188
                                                                        -------    ------    ------
                                                                          5,285     3,843     7,267
                                                                        -------    ------    ------
           Deferred
             Foreign.................................................    (7,559)   (3,282)   (2,485)
             Canada..................................................    (3,360)     (740)       --
                                                                        -------    ------    ------
                                                                        (10,919)   (4,022)   (2,485)
                                                                        -------    ------    ------
                                                                         (5,634)     (179)    4,782
                                                                        =======    ======    ======


      Income taxes paid during 2001 amounted to $5,285 (2000 -- $3,843; 1999 --
      $7,267).

                                       F-73


    b)   The reconciliation of the combined Canadian federal and provincial
         statutory income tax rates to the effective tax rate on earnings for
         the years ended December 31 is as follows:



                                                                        2001     2000     1999
                                                                        -----    -----    -----
                                                                          %        %        %
                                                                                 
         Combined Canadian federal and provincial statutory income
           tax rate..................................................    41.7     44.0    (44.6)
         Impact of change in future tax rates........................    (1.0)     2.5       --
         Non-temporary differences...................................     0.4      3.3      2.0
         Tax rates of other jurisdictions............................    (0.5)      --       --
         Unrecorded (realized) benefit of tax losses.................   (38.3)   (51.3)    53.8
                                                                        -----    -----    -----
           Effective tax rate........................................     2.3     (1.5)    11.2
                                                                        =====    =====    =====


         The combined Canadian federal and provincial statutory income tax rate
         includes the weighted average of Canadian provincial income tax rates,
         including surtaxes.

         Cumulative withholding taxes of $8,559 (2000 -- $9,878) have been
         provided on unremitted foreign earnings.

    c)   The Company has unutilized tax deductions in Canada totalling
         approximately $26,700 (2000 -- $38,500) which are available to be
         applied against future taxable income. There has been no recognition in
         the financial statements for these tax deductions. Of this amount,
         $15,100 will expire in 2008.

    d)   Deferred income taxes are provided as a result of temporary differences
         that arise due to differences between the tax values and carrying
         amount of assets and liabilities. The sources of temporary differences
         and the related tax amounts are as follows:



                                                                         DECEMBER 31,
                                                                        ---------------
                                                                        2001      2000
                                                                        -----    ------
                                                                          $        $
                                                                           
         Depletion and depreciation..................................   3,794    11,093
         Other, including accrued withholding taxes..................   4,681     8,206
                                                                        -----    ------
                                                                        8,475    19,299
                                                                        =====    ======


15. SEGMENTED INFORMATION

   The Company's industry segments are concentrated in the development and
   mining of precious metals in North and South America and in Europe. Gold and
   silver are currently the primary commodities produced. Details of the
   Company's financial information segmented operationally are as follows:


                                               FOR THE YEAR ENDED DECEMBER 31, 2001
                                      ------------------------------------------------------
                                                                        MUSSEL-       NEW
                                      LA COIPA   BRASILIA     CRIXAS     WHITE     BRITANNIA
                                      (CHILE)    (BRAZIL)    (BRAZIL)   (CANADA)   (CANADA)
                                      --------   ---------   --------   --------   ---------
                                         $          $           $          $          $
                                                                    
    Revenue.........................   41,404      25,386     26,699     20,122     15,289
                                      -------     -------     ------     ------     ------
    Cost of sales...................   32,128      17,953     10,719     14,281     10,537
    Depletion and depreciation......   16,260       5,091      5,007      5,904      5,916
                                      -------     -------     ------     ------     ------
                                       48,388      23,044     15,726     20,185     16,453
                                      -------     -------     ------     ------     ------
                                       (6,984)      2,342     10,973        (63)    (1,164)
    Mining property write-downs.....   13,000          --         --         --      8,000
                                      -------     -------     ------     ------     ------
    Earnings (loss) before the
      undernoted....................  (19,984)      2,342     10,973        (63)    (9,164)
                                      -------     -------     ------     ------     ------
    Non-operating asset
      write-downs...................       --          --         --         --         --
    Corporate administration........       --          --         --         --         --
    Exploration.....................      320          --        237        488        466
    Interest expense................      309         575        534         --         --
    Interest income.................      (28)     (1,682)      (769)       (59)        --
    Other...........................      623       2,275        603        106         62
                                      -------     -------     ------     ------     ------
                                        1,224       1,168        605        535        528
                                      -------     -------     ------     ------     ------
    Earnings (loss) before the
      undernoted....................  (21,208)      1,174     10,368       (598)    (9,692)
    Income taxes....................      (41)       (215)     1,325         --         --
    Minority interests and
      participation rights..........  (10,584)        695      4,522       (299)    (4,846)
                                      -------     -------     ------     ------     ------
    Net earnings (loss).............  (10,583)        694      4,521       (299)    (4,846)
                                      -------     -------     ------     ------     ------


                                            FOR THE YEAR ENDED DECEMBER 31, 2001
                                      ------------------------------------------------
                                       STRATONI
                                      OPERATIONS     GREECE      CORPORATE/
                                       (GREECE)    DEVELOPMENT     OTHER       TOTAL
                                      ----------   -----------   ----------   --------
                                         $             $            $            $
                                                                  
    Revenue.........................    24,160            --        5,280      158,340
                                        ------      --------      -------     --------
    Cost of sales...................    22,530            --           --      108,148
    Depletion and depreciation......     1,871            --          194       40,243
                                        ------      --------      -------     --------
                                        24,401            --          194      148,391
                                        ------      --------      -------     --------
                                          (241)           --        5,086        9,949
    Mining property write-downs.....        --            --           --       21,000
                                        ------      --------      -------     --------
    Earnings (loss) before the
      undernoted....................      (241)           --        5,086      (11,051)
                                        ------      --------      -------     --------
    Non-operating asset
      write-downs...................        --       223,513           --      223,513
    Corporate administration........        --            --        8,123        8,123
    Exploration.....................        --            --        1,869        3,380
    Interest expense................        --            --        2,351        3,769
    Interest income.................        --            --       (3,112)      (5,650)
    Other...........................        --            --       (4,259)        (590)
                                        ------      --------      -------     --------
                                            --       223,513        4,972      232,545
                                        ------      --------      -------     --------
    Earnings (loss) before the
      undernoted....................      (241)     (223,513)         114     (243,596)
    Income taxes....................        --            --       (6,703)      (5,634)
    Minority interests and
      participation rights..........        --            --          478      (10,034)
                                        ------      --------      -------     --------
    Net earnings (loss).............      (241)     (223,513)       6,339     (227,928)
                                        ------      --------      -------     --------


                                       F-74



                                               FOR THE YEAR ENDED DECEMBER 31, 2001
                                      ------------------------------------------------------
                                                                        MUSSEL-       NEW
                                      LA COIPA   BRASILIA     CRIXAS     WHITE     BRITANNIA
                                      (CHILE)    (BRAZIL)    (BRAZIL)   (CANADA)   (CANADA)
                                      --------   ---------   --------   --------   ---------
                                         $          $           $          $          $
                                                                    
    Cash and cash equivalents.......    1,133       1,021      5,980         --         14
    Capital expenditures............    5,975       2,004      3,254      4,032      1,298
    Mining property, plant and
      equipment.....................   72,379      63,955     25,503     46,539      9,546
    Total assets....................   82,639     151,147     35,616     50,490     12,416


                                            FOR THE YEAR ENDED DECEMBER 31, 2001
                                      ------------------------------------------------
                                       STRATONI
                                      OPERATIONS     GREECE      CORPORATE/
                                       (GREECE)    DEVELOPMENT     OTHER       TOTAL
                                      ----------   -----------   ----------   --------
                                         $             $            $            $
                                                                  
    Cash and cash equivalents.......       574            --       45,806       54,528
    Capital expenditures............     3,471         5,419           99       25,552
    Mining property, plant and
      equipment.....................     4,111        15,000          229      237,262
    Total assets....................    13,990        23,485       88,512      458,295



                                               FOR THE YEAR ENDED DECEMBER 31, 2000
                                      ------------------------------------------------------
                                                                        MUSSEL-       NEW
                                      LA COIPA   BRASILIA     CRIXAS     WHITE     BRITANNIA
                                      (CHILE)    (BRAZIL)    (BRAZIL)   (CANADA)   (CANADA)
                                      --------   ---------   --------   --------   ---------
                                         $          $           $          $          $
                                                                    
    Revenue.........................   48,902      30,361     26,774     21,892     14,552
                                      -------     -------     ------     ------     ------
    Cost of sales...................   37,256      19,402     10,624     12,526     10,992
    Depletion and depreciation......   13,859       8,079      4,897      5,922      4,158
                                      -------     -------     ------     ------     ------
                                       51,115      27,481     15,521     18,448     15,150
                                      -------     -------     ------     ------     ------
                                       (2,213)      2,880     11,253      3,444       (598)
    Mining property write-downs.....       --          --         --         --         --
    Earnings (loss) before the
      undernoted....................   (2,213)      2,880     11,253      3,444       (598)
    Non-operating asset
      write-downs...................       --          --         --         --         --
    Corporate administration........       --          13         --         --         --
    Exploration.....................      768          --        584        555        515
    Interest expense................      426         505      1,131         --         --
    Interest income.................      (44)     (1,872)      (618)        --         --
    Other...........................    8,625      (2,201)       119        166         28
                                      -------     -------     ------     ------     ------
                                        9,775      (3,555)     1,216        721        543
                                      -------     -------     ------     ------     ------
    Earnings (loss) before the
      undernoted....................  (11,988)      6,435     10,037      2,723     (1,141)
    Income taxes....................   (1,298)        253      2,529         --         --
    Minority interests and
      participation rights..........   (5,345)      3,091      3,754      1,362       (571)
    Net earnings (loss).............   (5,345)      3,091      3,754      1,361       (570)
                                      -------     -------     ------     ------     ------
    Cash and cash equivalents.......       24       4,012      2,529        351         48
    Capital expenditures............    6,053       2,171      2,912      1,076      1,612
    Mining property, plant and
      equivalent....................   95,593      65,939     27,067     47,965     22,076
    Total assets....................  108,554     159,040     35,377     52,224     25,021


                                            FOR THE YEAR ENDED DECEMBER 31, 2000
                                      ------------------------------------------------
                                       STRATONI
                                      OPERATIONS     GREECE      CORPORATE/
                                       (GREECE)    DEVELOPMENT     OTHER       TOTAL
                                      ----------   -----------   ----------   --------
                                         $             $            $            $
                                                                  
    Revenue.........................    16,081            --       11,468      170,030
                                        ------      --------      -------     --------
    Cost of sales...................    16,004            --           --      106,804
    Depletion and depreciation......     1,003            --           82       38,000
                                        ------      --------      -------     --------
                                        17,007            --           82      144,804
                                        ------      --------      -------     --------
                                          (926)           --       11,386       25,226
    Mining property write-downs.....        --            --           --           --
    Earnings (loss) before the
      undernoted....................      (926)           --       11,386       25,226
    Non-operating asset
      write-downs...................        --            --           --           --
    Corporate administration........        --            --        6,584        6,597
    Exploration.....................       146            --        2,929        5,497
    Interest expense................        --            --        1,385        3,447
    Interest income.................        --            --       (6,969)      (9,503)
    Other...........................        --            --          698        7,435
                                        ------      --------      -------     --------
                                           146            --        4,627       13,473
                                        ------      --------      -------     --------
    Earnings (loss) before the
      undernoted....................    (1,072)           --        6,759       11,753
    Income taxes....................        --            --       (1,663)        (179)
    Minority interests and
      participation rights..........        --            --       (2,787)        (496)
    Net earnings (loss).............    (1,072)           --       11,209       12,428
                                        ------      --------      -------     --------
    Cash and cash equivalents.......     1,590            --       85,081       93,635
    Capital expenditures............     3,258        31,616           48       48,746
    Mining property, plant and
      equivalent....................     2,011       233,094          360      494,105
    Total assets....................    10,954       243,590      128,247      763,007


                                       F-75




                                                                 FOR THE YEAR ENDED DECEMBER 31, 1999
                                     --------------------------------------------------------------------------------------------
                                                                       MUSSEL-       NEW
                                     LA COIPA   BRASILIA     CRIXAS     WHITE     BRITANNIA     GREECE      CORPORATE/
                                     (CHILE)    (BRAZIL)    (BRAZIL)   (CANADA)   (CANADA)    DEVELOPMENT     OTHER       TOTAL
                                     --------   ---------   --------   --------   ---------   -----------   ----------   --------
                                        $          $           $          $          $            $            $            $
                                                                                                 
    Revenue.......................    64,830     26,318      21,712     18,507     15,202            --       16,287      162,856
    Cost of sales.................    38,267     16,608       9,694     11,924     10,805            --           --       87,298
    Depletion and depreciation....    24,074      7,296       4,623      7,477      4,364            --          202       48,036
                                     -------     ------      ------     ------     ------      --------      -------     --------
                                      62,341     23,904      14,317     19,401     15,169            --          202      135,334
                                     -------     ------      ------     ------     ------      --------      -------     --------
                                       2,489      2,414       7,395       (894)        33            --       16,085       27,522
    Mining property write-downs...        --         --          --         --         --            --           --           --
                                     -------     ------      ------     ------     ------      --------      -------     --------
    Earnings (loss) before the
      undernoted..................     2,489      2,414       7,395       (894)        33            --       16,085       27,522
    Non-operating asset
      write-downs.................        --         --          --         --         --            --       64,000       64,000
    Corporate administration......        --         --          --         --         --            --        7,753        7,753
    Exploration...................       894         --         215        255        530            --        2,637        4,531
    Interest expense..............        82      3,406         741         --         --            --          484        4,713
    Interest income...............      (289)    (5,249)        (27)        --         --            --       (3,511)      (9,076)
    Other.........................        94     (1,057)       (660)        29         --            --         (124)      (1,718)
                                     -------     ------      ------     ------     ------      --------      -------     --------
                                         781     (2,900)        269        284        530            --       71,239       70,203
                                     -------     ------      ------     ------     ------      --------      -------     --------
    Earnings (loss) before the
      undernoted..................     1,708      5,314       7,126     (1,178)      (497)           --      (55,154)     (42,681)
    Income taxes..................     1,103         --       2,474         --         --            --        1,205        4,782
    Minority interests and
      participation rights........    (1,006)     2,039       1,430       (112)      (250)           --       (1,999)         102
                                     -------     ------      ------     ------     ------      --------      -------     --------
    Net earnings (loss)...........     1,611      3,275       3,222     (1,066)      (247)           --      (54,360)     (47,565)
                                     =======     ======      ======     ======     ======      ========      =======     ========
    Capital expenditures..........     4,475      4,636       2,362      2,017      1,435        40,194          144       55,263


    GEOGRAPHIC SEGMENTS ARE AS FOLLOWS:



                                                                        FOR THE YEARS ENDED
                                                                           DECEMBER 31,
                                                                   -----------------------------
                                                                    2001       2000       1999
                                                                   -------    -------    -------
                                                                      $          $          $
                                                                                
    Revenue
      Canada....................................................    40,691     47,912     49,996
      Chile.....................................................    41,404     48,902     64,830
      Brazil....................................................    52,085     57,135     48,030
      Greece....................................................    24,160     16,081         --
                                                                   -------    -------    -------
                                                                   158,340    170,030    162,856
                                                                   =======    =======    =======
    Identifiable assets
      Canada....................................................   108,576    132,093
      Chile.....................................................    88,430    135,011
      Brazil....................................................   188,148    203,859
      Greece....................................................    37,475    254,544
      Other.....................................................    35,666     37,500
                                                                   -------    -------
                                                                   458,295    763,007
                                                                   =======    =======


16. COMMITMENTS AND CONTINGENCIES

    a)   ALPHA GROUP LITIGATION

      The Ontario Court (General Division) issued its judgement in connection
      with the claim against TVX Gold Inc. (TVX) by three individuals
      (collectively the "Alpha Group") on October 14, 1998 relating to TVX's
      interest in the Hellenic Gold mining assets in Greece (the "Hellenic Gold
      Assets").

      The Court rejected full ownership and monetary damages claims but did
      award the Alpha Group a 12% carried interest and a right to acquire a
      further 12% participating interest in the Hellenic Gold Assets. TVX filed
      a notice to appeal and the Alpha Group filed a notice of cross-appeal.

      Subsequent to the trial decision, the Company received notification of two
      actions commenced by 1235866 Ontario Inc. ("1235866") the successor to
      Curragh Inc. ("Curragh"), Mineral Services Limited ("Mineral") and Curragh
      Limited ("Curragh Ltd.") against the Alpha Group, and others, in Ontario
      and English Courts, in relation to the claim by the Alpha Group against
      the Company for an interest in the Hellenic Gold Assets.

                                       F-76


      On July 28, 1999, the Company entered into an agreement with 1235866 to
      ensure that these new claims would not result in any additional diminution
      of the Company's interest in the Hellenic Gold Assets. 1235866 agreed not
      to pursue any claim against the Company for an interest in the Hellenic
      Gold Assets beyond the interest which had been awarded to the Alpha Group.
      In the event that 1235866 is successful in its claim against the Alpha
      Group, 1235866 would be entitled to a 12% carried interest as defined in
      the agreement (being an economic interest) and the right to acquire a 12%
      participating interest upon payment of 12% of the aggregate amounts
      expended by the Company and its subsidiaries in connection with the
      acquisition, exploration, development and operation of the Hellenic Gold
      Assets up to the date of exercise.

      The Company's appeal, the Alpha Group cross-appeal and the 1235866 motion
      were all heard on February 17, 18 and 25, 2000. By judgment released on
      June 1, 2000, the Court of Appeal, while partially granting the TVX
      appeal, essentially upheld the trial decision, rejected the Alpha Group
      cross-appeal and denied the 1235866 motion for a new trial. 1235866
      continues its separate action against the Alpha Group.

      TVX and the Alpha Group have been unable to agree on the definition and
      application of the interests awarded in the trial judgment. Accordingly,
      in June, 2001, a new action was commenced between the Alpha Group and TVX
      to clarify the award.

    b)   LITIGATION IN GREECE

      On March 1, 2002, the Conseil d'Etat, the Greek Supreme Court, issued its
      judgment which annulled the purportedly valid permits issued by the Greek
      Government to TVX Hellas with respect to the Olympias project. Given the
      recent Court decision prohibiting the development, the Company will be
      reviewing all of its options, including possible legal actions, in an
      attempt to recover its investment in Greece. As a result of the judgment,
      the Company has written off the carrying value of Olympias (note 4).

      On February 15, 2002, a new mining permit, allowing for the continuation
      of mining beneath the village of Stratoniki was issued to TVX Hellas. A
      local action group has filed a Petition of Annulment against the Greek
      Government to have the new permit annulled. This action is scheduled to be
      heard on June 7, 2002 although a decision is not anticipated for some
      time. Operations can continue unless an injunction is obtained or the
      Court annuls the permit.

    c)   HELLENIC GOLD COMMITMENTS

      Pursuant to the acquisition contract of the Hellenic Gold assets in 1995
      the Company has the obligation to fulfill the following: (1) Gold Plant
      Guarantee -- the Company is obligated to construct a gold plant within two
      years from receiving all applicable licences, which may be extended by a
      further eight months under certain circumstances. The Company has pledged
      cash and cash equivalents in an amount of $7.5 million to satisfy a GRD2.6
      billion guarantee; (2) employment must be offered by the construction
      contractor to 150 former employees of Hellenic Gold for a period of 18
      months, during the construction of the gold plant; (3) the Company is also
      obligated to employ at least 477 employees for a period of 10 years to
      maintain its eligibility for government grants.

    d)   BRASILIA MINE

      A legal action has been commenced with RTZ Brazil regarding the
      interpretation of the Shareholders Agreement governing the Brasilia mine.
      RTZ Brazil alleges that rights of first refusal were triggered by the TVX
      Normandy transaction in 1999 and by the resignation of TVX's former
      Chairman and Chief Executive Officer, in 2001. RTZ Brazil has purported to
      terminate the Shareholders Agreement. The TVX Newmont joint venture
      (formerly TVX Normandy), does not agree with the interpretation and was
      successful in bringing an injunction against RTZ Brazil, preventing the
      Shareholders Agreement from being terminated and preserving the status quo
      until the actual dispute is heard and ultimately decided.

17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES

   The Company prepares its financial statements in accordance with accounting
   principles generally accepted in Canada ("Canadian GAAP") which generally
   conform to generally accepted accounting principles in the United States ("US
   GAAP") except for the following significant differences:


    a)   (i)   Effective January 1, 2000, the Company adopted the asset and
               liability method of accounting for income taxes under Canadian
               GAAP (see note 2). This change was made without restatement of
               the 1999 comparative figures.



           Prior to 2000, under Canadian GAAP, deferred income taxes were
           determined using the deferral method whereby deferred income taxes
           were provided for timing differences based on tax rates in effect
           when the timing difference arose. Under US GAAP, income taxes are
           determined using the liability method whereby deferred income taxes
           are provided for temporary differences using tax rates expected to
           apply when the differences reverse (See notes 2 and 14).



      (ii)  The income tax expense (recovery) adjustment results from the tax
            effects of US GAAP adjustments described in note 17 and the
            application of the accounting policy described in note 17(a)(i) for
            the period prior to January 1, 2000.



    b)   Under Canadian GAAP, the Notes (note 9) were accounted for under a
         components approach whereby the Notes were presented as a liability and
         equity component as explained in note 9. Under US GAAP, these Notes
         were treated as long-term debt and all interest amounts (to the extent
         not capitalized to development projects) and amortization of debt issue
         costs were included in income.


                                       F-77



      On July 10, 2001, the Company completed the conversion of the Notes into
      321,501,177 common shares of the Company valued at $211,761.



      As explained above, prior to the conversion, the Notes were accounted for
      under a components approach under Canadian GAAP. The effects of the
      conversion under Canadian GAAP are described in note 9.



      Under US GAAP, these $250 million Notes were treated as long-term debt. In
      accordance with US GAAP, an extraordinary gain of $34,180 net of income
      taxes of $ nil, was recorded on this extinguishment of debt. The gain is
      comprised of the difference between the carrying value of the Notes and
      the value of the common shares issued less related transaction costs and
      the write-off on unamortized debt issue costs.



    c)   Under US GAAP, start-up costs are expensed as incurred. Under Canadian
         GAAP, start-up costs are deferred and amortized over the mine life.



    d)   Under Canadian GAAP, capital assets are written down to net recoverable
         amount when the expected undiscounted future cash flows from their use,
         are less than the asset carrying amount. Under US GAAP, when the
         expected future cash flows show a deficiency, the asset is written down
         to fair value. Fair value has been estimated using discounted expected
         future cash flows (see note 4).



    e)   Under US GAAP, the components of changes in non-cash working capital
         are to be disclosed. They are as follows:




                                                                            FOR THE YEAR ENDED
                                                                               DECEMBER 31,
                                                                        --------------------------
                                                                         2001      2000      1999
                                                                        ------    ------    ------
                                                                          $         $         $
                                                                                   
         Accounts receivable.........................................   (7,065)   (4,070)    8,340
         Inventories.................................................    8,913     5,034     1,759
         Accounts payable............................................   (2,368)   (3,623)   (9,587)
                                                                        ------    ------    ------
                                                                          (520)   (2,659)      512
                                                                        ======    ======    ======


    f)   Effective January 1, 2001, the Company adopted Statement of Financial
         Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
         Instruments and Hedging Activities", as amended by SFAS No. 138,
         "Accounting for Certain Derivative Instruments and Certain Hedging
         Activities" ("the Standards"). These Standards require companies to
         record derivatives on the balance sheet as assets or liabilities,
         measured at their fair value. If the derivative is designated as a fair
         value hedge, the effective portions of the changes in the fair value of
         the derivative, and changes in the fair value of the hedged item
         attributable to the hedged risk, are recognized in the income
         statement. If the derivative is designated as a cash flow hedge, the
         effective portion of the changes in fair value of the derivative are
         recorded in other comprehensive income ("OCI") and are recognized in
         the income statement when the hedged item is recognized. Accordingly,
         ineffective portions of changes in the fair value of hedging
         instruments are recognized in earnings immediately. Gains or losses
         arising from hedging activities, including the ineffective portion, are
         reported in the same income statement caption as the hedged item. Gains
         or losses from derivative instruments for which hedge accounting is not
         applied are reported in other income.


         In accordance with the transition provisions of the Standards, the
         Company recorded the following after-tax cumulative adjustments on
         January 1, 2001 as a result of recording all derivative financial
         instruments on the consolidated balance sheet at fair value:


         -  an increase in OCI of $17.5 million, net of future income taxes of
            $nil;

         -  an increase in assets of $12.5 million; and

         -  a decrease in liabilities of $5 million

         The Company has entered into the following types of derivative
         instruments:


         (See note 13 for details on the Company's commodity contracts and
         financial instruments).


         i)   Certain gold put options, lease rate swaps and lead and zinc
              forward contracts


              Prior to adoption of the Standards, these instruments were
              accounted for as cash flow hedges of future metals sales. On
              adoption of the Standards, the Company elected not to designate
              these contracts as hedges for US accounting purposes with the
              effect that the contracts were recognized at their fair value on
              January 1, 2001 with an offsetting amount in OCI. Changes in the
              fair value of these derivative instruments subsequent to January
              1, 2001 have been reflected in current period earnings.


         ii)   Written silver call options and certain gold put options

              Prior to the adoption of the Standards, these derivative
              instruments were recorded at their fair value on the balance sheet
              with subsequent changes in fair value reflected in current period
              earnings. The adoption of the Standards did not result in any
              change in the accounting treatment for these derivative
              instruments and does not represent a US GAAP difference as the
              Company records these instruments at fair value for Canadian
              reporting purposes.

                                       F-78


         iii)  Foreign currency contracts

              Prior to the adoption of the Standards, these contracts were
              recorded at their fair value in the balance sheet with subsequent
              changes in fair value reflected in current period earnings. The
              adoption of the Standards did not result in any change in the US
              accounting treatment for the contracts. Under Canadian GAAP,
              foreign currency contracts are recorded when the corresponding
              hedge-designated period is reached.

      The Company estimates that $8 million of gains, net of future income taxes
      of $nil, will be reclassified from OCI to current period earnings within
      the next twelve months.

      A reconciliation of changes in OCI attributed to hedging activities is as
      follows:



                                                                          $
                                                                        ------
                                                                     
         Hedging gains, net of future income taxes of $nil, arising
           from implementation of SFAS 133...........................   17,544
         Hedging gains at beginning of period reclassified to
           earnings, net of future income taxes of $nil..............    6,559
                                                                        ------
         Total hedging gains net of future income taxes of $nil......   10,985
                                                                        ------



    g)   Under US GAAP, cash and cash equivalents are defined as having an
         original maturity from the time of purchase of three months or less.
         Under Canadian GAAP, cash and cash equivalents are defined by the
         Company to include deposits having a maturity of less than three months
         from the end of the period.



    h)   Under US GAAP, restricted amounts included in cash or short-term
         investments under Canadian GAAP by the Company, are classified as
         long-term assets.



    i)   The minority interests and participation rights adjustment arises from
         the minority interests and participation rights impacts of the US GAAP
         adjustments described in note 17.



    j)   The La Coipa, Brasilia and Crixas mines are proportionately
         consolidated under Canadian GAAP. These mines would be accounted for
         under the equity method under US GAAP. However, an accommodation has
         been made under Item 17 of Form 20-F which permits the omission of
         differences in classification or display arising from the use of
         proportionate consolidation. Accordingly, no accounting adjustments
         required under the equity method have been provided.


   Implementation of the Standards did not affect the Company's cash flows or
   liquidity. The Standards are complex and subject to a potentially wide range
   of interpretations in their application. The Financial Accounting Standards
   Board ("FASB") continues to consider several issues, and the potential exists
   for additional issues to be brought under its review. Therefore, if
   subsequent FASB interpretations of the Standards are different than the
   Company's initial application, it is possible that the impact of the
   Company's application of the Standards, as described above, will be modified.

   As a result of the above, the following would be adjusted for the years ended
   December 31:

    INCOME STATEMENT




                                                                     2001       2000      1999
                                                                   --------    ------    -------
                                                                      $          $          $
                                                                                
    Earnings (loss) in accordance with Canadian GAAP............   (227,928)   12,428    (47,565)
    Mining property write-downs(d)..............................    (51,185)       --         --
    Depletion and depreciation(c)...............................      2,830     3,410      5,971
    Interest expense(b).........................................     (1,107)   (2,101)    (3,129)
    Income tax expense (recovery)(a)............................      3,650     2,092    (25,401)
    Gain on disposal of minority interest and participation
      rights....................................................         --        --     12,975
    Other expenses(c)...........................................         --        --     (4,500)
    Minority interests and participation rights(i)..............      2,160    (1,705)    (7,553)
    Foreign exchange gain (loss)(f)(iii)........................     (1,821)    1,800      1,400
    Non-operating asset write-downs(d)..........................         --        --     20,500
    Other income(f)(i),(f)(ii)..................................        967        --         --
                                                                   --------    ------    -------
    Earnings (loss) in accordance with US GAAP and comprehensive
      earnings (loss) under US GAAP, before extraordinary gain
      and change in accounting policy...........................   (272,434)   15,924    (47,302)
    Extraordinary gain (net of tax)(b)..........................     34,181        --         --
                                                                   --------    ------    -------
    Earnings (loss) in accordance with US GAAP and comprehensive
      earnings (loss) under US GAAP before change in accounting
      policy....................................................   (238,253)   15,924    (47,302)
    Change in accounting policy (net of tax)(c).................         --        --    (45,074)
                                                                   --------    ------    -------
    Earnings (loss) in accordance with US GAAP and comprehensive
      earnings (loss) under US GAAP.............................   (238,253)   15,924    (92,376)
                                                                   ========    ======    =======
    Earnings (loss) per share under US GAAP, before
      extraordinary gain and change in accounting policy........     (14.42)     4.45     (13.79)
    Earnings (loss) per share under US GAAP, before change in
      accounting policy.........................................     (12.61)     4.45     (13.79)
    Earnings (loss) per share under US GAAP.....................     (12.61)     4.45     (26.92)



                                       F-79


    BALANCE SHEET




                                                                     2001        2000
                                                                   --------    --------
                                                                      $           $
                                                                         
    Current assets(f),(h).......................................     95,454     171,639
    Restricted cash and short-term investments(h)...............     16,615      17,870
    Deferred charges(f).........................................      6,694       7,384
    Mining property, plant and equipment(b),(c),(d).............    219,997     519,147
    Current liabilities(f)......................................     43,688      70,497
    Deferred tax liability(a)...................................     17,298      28,411
    Long-term debt(b)...........................................     58,832     311,036
    Minority interests and participation rights(i)..............    126,211     161,071
    Contributed surplus(b)......................................      1,526          --
    Deficit.....................................................   (428,494)   (190,240)
    Other comprehensive income(f)...............................     10,985          --



    STATEMENT OF CASH FLOWS




                                                                    2001        2000       1999
                                                                   -------    --------    -------
                                                                      $          $           $
                                                                                 
    Cash provided from operations...............................    45,783      32,557     45,614
    Cash used for investing activities(b),(h)...................   (37,087)    (96,707)   109,130
    Cash provided from (used for) financing activities(b).......   (51,281)     29,777    (94,436)
    Net cash, end of year(g),(h)................................    24,582      67,167    101,540



    ACCOUNTING PRONOUNCEMENTS

   In June 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS
   No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that
   the purchase method of accounting be used for all business combinations
   initiated after June 30, 2001, and disallows the use of the pooling of
   interests method. SFAS No. 142 changes the accounting for goodwill such that
   it will no longer be amortized but will be subject to an impairment test
   instead. These new standards are substantially the same as new standards
   issued by the CICA which the Company will be adopting in the first quarter of
   2002. The adoption of these standards will not have a significant impact on
   the results of operations and financial condition of the Company.

   The Company will be adopting SFAS No. 143, "Accounting for Asset Retirement
   Obligations" in 2003. This standard requires that the fair value of
   liabilities for asset retirement obligations be recognized in the period in
   which they are incurred and capitalized as part of the asset carrying value
   and depreciated over the asset's useful life. The Company has not determined
   the effect of adoption of this new standard.

   Effective in 2002, the Company will adopt SFAS No. 144, "Accounting for the
   Impairment of Long-Lived Assets". This standard supercedes SFAS No. 121,
   "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets to
   be Disposed of", and retains the basic principals of SFAS No. 121 but
   broadens the presentation of discontinued operations. The adoption of SFAS
   No. 144 is not expected to significantly impact the Company.

    CANADIAN GAAP ACCOUNTING CHANGES

   Effective January 1, 2002, the Company will adopt a new CICA accounting
   standard relating to stock-based compensation and other stock-based payments.
   This new standard requires either the recognition of compensation expense for
   grants of stock, stock options and other equity instruments to employees, or,
   alternatively, the disclosure of pro forma net earnings and net earnings per
   share data as if stock-based compensation had been recognized in earnings.
   The Company has elected to disclose pro forma net earnings and earnings per
   share data, therefore, there is no effect of adopting this new standard on
   the Company's results of operations and financial position.

   Also, effective January 1, 2002, the Company will adopt a new CICA accounting
   standard in respect of foreign currency translation that will eliminate the
   deferral and amortization of currency translation adjustments related to
   long-term monetary items with a fixed and ascertainable life. There will be
   no impact on the Company's results of operations and financial position as a
   result of adoption of this new standard.

   During 2001, the CICA issued new Accounting Guideline 13 ("AG 13"), which
   will be effective beginning in 2003. AG 13 addresses the identification,
   designation, documentation and effectiveness of hedging relationships for the
   purposes of applying hedge accounting. In addition, it deals with the
   discontinuance of hedge accounting and establishes conditions for applying
   hedge accounting. Under the guideline, the Company is required to document
   its hedging relationships and explicitly demonstrate that the hedges are
   sufficiently effective in order to continue accrual accounting for positions
   hedged with derivatives. Otherwise, the derivative financial instruments will
   be required to be marked to market with the resultant gain or loss being
   recognized in income. The impact of adopting this guideline has not yet been
   determined.

18. DISPOSAL OF MINORITY INTERESTS AND PARTICIPATION RIGHTS

   Effective July 1, 1999, the Company conveyed 50% of its interests in five
   operating mines to Normandy for net proceeds of $180,953, resulting in a gain
   of $4,197. This gain includes gains and losses based on the individual mines'
   respective book values, a portion of deferred revenue and restructuring
   charges.

                                       F-80


   Two new entities, each owned 50% plus one share by the Company and 50% less
   one share by Normandy, were created to hold directly or indirectly, interests
   in five existing producing gold mines along with the Company's and Normandy's
   exploration projects in the Americas. One entity holds the mines in Canada:
   New Britannia (50%; 25% to TVX); and Musselwhite (32%; 16% to TVX) and the
   other holds the South American mines: La Coipa in Chile (50%; 25% to TVX);
   and Crixas (50%; TVX holds a 50% legal interest but only a 25% economic
   interest) and Brasilia (49%; 24.5% to TVX) in Brazil and related corporate
   entities.

   As part of the transaction, the Company agreed to indemnify Normandy until
   June 2005 for up to $15 million of unforeseen, pre-existing environmental
   liabilities associated with the assets transferred.

   Normandy also purchased 356,665 common shares of the Company at CAN$100.00
   per share for proceeds of $24,000 (after giving retroactive effect to the 5
   for 1 common share consolidation referred to in note 11 and the 10 for 1
   common share consolidation referred to in note 19).

19. SUBSEQUENT EVENTS


    (a)  EQUITY OFFERING


      On April 12, 2002, the Company completed an equity offering of 7,150,000
      common shares at CAN$10.50 per share for gross proceeds of CAN$75,075,000.
      The proceeds after underwriting fees were CAN$72,072,000.


    (b)  BUSINESS COMBINATION



      The Company, Kinross Gold Corporation and Echo Bay Mines Ltd. ("Echo Bay")
      have entered into a combination agreement dated June 10, 2002, as amended
      July 12, 2002 for the purpose of combining the ownership of their
      respective businesses and acquiring the minority interests held by Newmont
      Mining Corporation. Echo Bay, a US registrant, is required to clear the
      information circular with the Securities and Exchange Commission of the US
      ("SEC") before mailing to its shareholders. The draft information circular
      was filed with the SEC for review on July 16, 2002. The Company will
      provide shareholders with details of the transaction in an information
      circular to be mailed in connection with a special shareholders meeting
      once this process is finalized.



    (c)  SHARE CONSOLIDATION


      Effective June 30, 2002, the Company consolidated its common shares on a
      ten for one basis. All share capital, share and option data in the
      consolidated financial statements have been retroactively restated to
      reflect the share consolidation.

20. COMPARATIVE FIGURES

   Certain comparative figures have been reclassified to conform to the
   presentation used in the current year.

                                       F-81


                              ECHO BAY MINES LTD.


                          INTERIM FINANCIAL STATEMENTS


                  FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2002


                          CONSOLIDATED BALANCE SHEETS
                           thousands of U.S. dollars

                                  (Unaudited)





                                                                JUNE 30,     DECEMBER 31,
                                                                  2002           2001
                                                               ----------    ------------
                                                                       
                                         ASSETS
Current assets:
  Cash and cash equivalents.................................   $   16,612     $   12,351
  Short-term investments....................................        2,007          1,910
  Interest and accounts receivable..........................        5,358          3,645
  Inventories (note 2)......................................       31,463         29,506
  Prepaid expenses and other assets.........................        1,889          3,725
                                                               ----------     ----------
                                                                   57,329         51,137
Plant and equipment (note 3)................................      114,932        120,969
Mining properties (note 3)..................................       31,901         32,903
Long-term investments and other assets (note 4).............       52,840         55,795
                                                               ----------     ----------
                                                               $  257,002     $  260,804
                                                               ==========     ==========
                          LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities..................   $   23,039     $   24,284
  Income and mining taxes payable...........................        2,574          3,570
  Debt and other financings (note 5)........................           --         17,000
  Deferred income (note 6)..................................          782            876
  Reclamation and mine closure liabilities..................        3,021          3,841
                                                               ----------     ----------
                                                                   29,416         49,571
Debt and other financings (note 5)..........................           --          6,714
Deferred income (note 6)....................................       27,404         47,042
Reclamation and mine closure liabilities....................       49,504         49,726
Deferred income taxes.......................................          969            925
Commitments and contingencies (notes 12 and 13)
Shareholders' equity:
  Capital stock (note 7)....................................    1,042,568        713,343
  Capital securities (note 8)...............................           --        157,453
  Deficit...................................................     (867,561)      (734,665)
  Foreign currency translation..............................      (25,298)       (29,305)
                                                               ----------     ----------
                                                                  149,709        106,826
                                                               ----------     ----------
                                                               $  257,002     $  260,804
                                                               ==========     ==========



      See accompanying notes to interim consolidated financial statements.

                                       F-82


                              ECHO BAY MINES LTD.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
              thousands of U.S. dollars, except for per share data

                                  (Unaudited)





                                                      THREE MONTHS ENDED        SIX MONTHS ENDED
                                                           JUNE 30,                 JUNE 30,
                                                     ---------------------    ---------------------
                                                       2002         2001        2002         2001
                                                     ---------    --------    ---------    --------
                                                                               
Revenue............................................  $  54,578    $ 63,652    $ 109,754    $128,113
                                                     ---------    --------    ---------    --------
Expenses:
  Operating costs..................................     34,320      46,521       69,416      91,144
  Royalties........................................      2,082       2,383        3,706       3,686
  Production taxes.................................        295         158           84         271
  Depreciation and amortization....................      9,883      11,371       19,723      22,269
  Reclamation and mine closure.....................      1,224       1,622        2,480       3,265
  General and administrative.......................      1,578       1,237        2,891       2,840
  Exploration and development......................      1,607       1,161        2,169       2,012
  Loss on retirement of capital securities (note
     7)............................................      5,461          --        5,461          --
  Interest and other (note 9)......................       (385)        542         (163)        832
                                                     ---------    --------    ---------    --------
                                                        56,065      64,995      105,767     126,319
                                                     ---------    --------    ---------    --------
Earnings (loss) before income taxes................     (1,487)     (1,343)       3,987       1,794
Income tax expense (recovery):
  Current..........................................         --        (101)          --          83
  Deferred.........................................         --        (839)          --      (1,679)
                                                     ---------    --------    ---------    --------
                                                            --        (940)          --      (1,596)
                                                     ---------    --------    ---------    --------
Net earnings (loss)................................  $  (1,487)   $   (403)   $   3,987    $  3,390
                                                     =========    ========    =========    ========
Net earnings (loss) attributable to common
  shareholders (note 8)............................  $(133,789)   $ (4,729)   $(132,896)   $ (5,266)
                                                     =========    ========    =========    ========
Earnings (loss) per share -- basic and diluted.....  $   (0.27)   $  (0.03)   $   (0.31)   $  (0.04)
                                                     =========    ========    =========    ========
Weighted average number of shares outstanding
  (thousands)
  basic and diluted................................    495,983     140,607      429,782     140,607
                                                     =========    ========    =========    ========



                       CONSOLIDATED STATEMENTS OF DEFICIT
                           thousands of U.S. dollars




                                                      THREE MONTHS ENDED         SIX MONTHS ENDED
                                                           JUNE 30,                  JUNE 30,
                                                    ----------------------    ----------------------
                                                      2002         2001         2002         2001
                                                    ---------    ---------    ---------    ---------
                                                                               
Balance, beginning of period......................  $(733,772)   $(712,217)   $(734,665)   $(711,680)
Net earnings (loss)...............................     (1,487)        (403)       3,987        3,390
Loss on retirement of capital securities, net of
  nil tax effect (note 7).........................   (132,302)          --     (132,302)          --
Interest on capital securities, net of nil tax
  effect (note 8).................................         --       (4,326)      (4,581)      (8,656)
                                                    ---------    ---------    ---------    ---------
Balance, end of period............................  $(867,561)   $(716,946)   $(867,561)   $(716,946)
                                                    =========    =========    =========    =========



      See accompanying notes to interim consolidated financial statements.
                                       F-83


                              ECHO BAY MINES LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                           thousands of U.S. dollars

                                  (Unaudited)





                                                         THREE MONTHS ENDED       SIX MONTHS ENDED
                                                              JUNE 30,                JUNE 30,
                                                        --------------------    --------------------
                                                          2002        2001        2002        2001
                                                        --------    --------    --------    --------
                                                                                
CASH PROVIDED FROM (USED IN):
OPERATING ACTIVITIES
Net cash flows provided from operating activities....   $  5,486    $  2,190    $  5,249    $ 16,297
                                                        --------    --------    --------    --------
INVESTING ACTIVITIES
Mining properties, plant and equipment...............     (6,544)     (3,000)     (8,864)    (13,357)
Long-term investments and other assets...............        107           3          79          13
Proceeds on the sale of plant and equipment..........      1,516         152       1,692         368
Other................................................        691        (207)        544        (133)
                                                        --------    --------    --------    --------
                                                          (4,230)     (3,052)     (6,549)    (13,109)
                                                        --------    --------    --------    --------
FINANCING ACTIVITIES
Debt repayments......................................    (17,000)     (3,750)    (17,000)     (7,500)
Units offering, net of issuance costs (note 7).......     25,513          --      25,513          --
Costs of capital securities retirement (note 7)......     (2,952)         --      (2,952)         --
                                                        --------    --------    --------    --------
                                                           5,561      (3,750)      5,561      (7,500)
                                                        --------    --------    --------    --------
Net increase (decrease) in cash and cash
  equivalents........................................      6,817      (4,612)      4,261      (4,312)
Cash and cash equivalents, beginning of period.......      9,795      14,569      12,351      14,269
                                                        --------    --------    --------    --------
Cash and cash equivalents, end of period.............   $ 16,612    $  9,957    $ 16,612    $  9,957
                                                        ========    ========    ========    ========



      See accompanying notes to interim consolidated financial statements.
                                       F-84


                              ECHO BAY MINES LTD.

               NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2002
      Tabular dollar amounts in thousands of U.S. dollars, except amounts
               per share and per ounce or unless otherwise noted

                                  (Unaudited)


1.  GENERAL

   In the opinion of management, the accompanying unaudited consolidated balance
   sheets, consolidated statements of operations, consolidated statements of
   deficit and consolidated statements of cash flow contain all adjustments,
   consisting only of normal recurring accruals, necessary to present fairly in
   all material respects the consolidated financial position of Echo Bay Mines
   Ltd. (the "Company") as of June 30, 2002 and December 31, 2001 and the
   consolidated results of operations and cash flow for the three and six months
   ended June 30, 2002 and 2001. These financial statements do not include all
   disclosures required by generally accepted accounting principles for annual
   financial statements. For further information, refer to the financial
   statements and related footnotes included in the Company's annual report on
   Form 10-K for the year ended December 31, 2001. Except as otherwise noted in
   this report, the accounting policies described in the annual report have been
   applied in the preparation of these financial statements.

   On June 10, 2002, the Company, Kinross Gold Corporation ("Kinross") and TVX
   Gold Inc. ("TVX") entered into an agreement providing for the combination of
   the companies. In addition, TVX has agreed to acquire Newmont Mining
   Corporation's ("Newmont") interest in the TVX Newmont Americas joint venture.
   Under the agreement, holders of common shares of the Company (other than
   Kinross) will receive 0.52 of a common share of Kinross for each common share
   of the Company. The Company is in the process of obtaining customary
   regulatory approvals and the combination will be presented to shareholders
   for their consideration at a special meeting anticipated to be set for the
   fourth quarter 2002.

   On June 9, 2002, Echo Bay Exploration Inc. and Echo Bay Minerals Company,
   subsidiaries of the Company, entered into a McCoy/Cove asset purchase
   agreement with Newmont USA Limited, a subsidiary of Newmont, providing for
   the sale of the McCoy/Cove complex. The closing of the transaction is subject
   to, among other conditions, the completion of the Kinross combination. In
   consideration of the purchase of such assets, Newmont USA has agreed to
   assume all liabilities and obligations relating to the reclamation or
   remediation required for the McCoy/Cove complex. The agreement replaces the
   letter agreement dated February 13, 2002 and results in no cash payment to
   the Company or any of its affiliates. A gain is expected on the sale of
   McCoy/Cove. Pending completion of the transaction, the Company will continue
   to operate McCoy/Cove for its own account.

   In May 2002, the Company sold a total of 39,100,000 units at a price of $0.70
   per unit for aggregate gross proceeds of approximately $27.4 million. Each
   unit consists of one common share and one share purchase warrant. The common
   shares and the warrants comprising the units separated upon closing and trade
   separately on the Toronto Stock Exchange and the American Stock Exchange.
   Each warrant entitles the holder to purchase one common share of the Company
   at a price of $0.90 at any time prior to November 14, 2003.

   On April 3, 2002 the Company issued 361,561,230 common shares in exchange for
   the entire capital securities debt obligation of $100 million in principal
   amount plus accrued and unpaid interest (notes 7 and 8).

   Certain of the comparative figures have been restated to conform to the
   current year's presentation.

2.  INVENTORIES



                                                                  JUNE 30,    DECEMBER 31,
                                                                    2002          2001
                                                                  --------    ------------
                                                                        
    Precious metals bullion.....................................  $  8,609      $ 12,215
    In-process..................................................     5,614         5,720
    Materials and supplies......................................    17,240        11,571
                                                                  --------      --------
                                                                  $ 31,463      $ 29,506
                                                                  ========      ========


3.  PROPERTY, PLANT AND EQUIPMENT

    PLANT AND EQUIPMENT



                                                                  JUNE 30,    DECEMBER 31,
                                                                    2002          2001
                                                                  --------    ------------
                                                                        
    Cost........................................................  $658,403      $655,179
    Less accumulated depreciation...............................   543,471       534,210
                                                                  --------      --------
                                                                  $114,932      $120,969
                                                                  ========      ========


                                       F-85


    MINING PROPERTIES



                                                                  JUNE 30,    DECEMBER 31,
                                                                    2002          2001
                                                                  --------    ------------
                                                                        
    Producing mines' acquisition and development costs..........  $283,185      $280,545
    Less accumulated amortization...............................   264,651       260,365
                                                                  --------      --------
                                                                    18,534        20,180
    Development properties' acquisition and development costs...    13,367        12,723
                                                                  --------      --------
                                                                  $ 31,901      $ 32,903
                                                                  ========      ========


4.  LONG-TERM INVESTMENTS AND OTHER ASSETS



                                                                  JUNE 30,    DECEMBER 31,
                                                                    2002          2001
                                                                  --------    ------------
                                                                        
    Deferred losses on modification of hedging contracts........  $ 26,840      $ 29,305
    Deferred mining costs.......................................    15,171        15,648
    Reclamation and other deposits..............................    10,598        10,485
    Premiums paid on gold and silver option contracts...........       917         1,871
    Other.......................................................       231           357
                                                                  --------      --------
                                                                    53,757        57,666
    Less current portion included in prepaid expenses and other
      assets....................................................       917         1,871
                                                                  --------      --------
                                                                  $ 52,840      $ 55,795
                                                                  ========      ========


5.  DEBT AND OTHER FINANCINGS



                                                                  JUNE 30,    DECEMBER 31,
                                                                    2002          2001
                                                                  --------    ------------
                                                                        
    Currency loans..............................................  $     --      $ 17,000
    Capital securities (note 8).................................        --         6,714
                                                                  --------      --------
                                                                        --        23,714
    Less current portion........................................        --        17,000
                                                                  --------      --------
                                                                  $     --      $  6,714
                                                                  ========      ========


6.  DEFERRED INCOME



                                                                  JUNE 30,    DECEMBER 31,
                                                                    2002          2001
                                                                  --------    ------------
                                                                        
    Deferred gains on modification of hedging contracts.........  $ 27,404      $ 47,042
    Premiums received on gold and silver option contracts.......       782           876
                                                                  --------      --------
                                                                    28,186        47,918
    Less current portion........................................       782           876
                                                                  --------      --------
                                                                  $ 27,404      $ 47,042
                                                                  ========      ========


7.  CAPITAL STOCK



                                                                     UNITS         AMOUNT
                                                                  -----------    ----------
                                                                           
    COMMON SHARES
    Balance, December 31, 2001..................................  140,607,145    $  713,343
    Issued in exchange for capital securities and accrued
      interest..................................................  361,561,230       303,711
    Units offering, net of issuance costs.......................   39,100,000        23,236
                                                                  -----------    ----------
    Balance, June 30, 2002......................................  541,268,375    $1,040,290
                                                                  ===========    ==========
    WARRANTS
    Balance, December 31, 2001..................................           --    $       --
    Units offering, net of issuance costs.......................   39,100,000         2,278
                                                                  -----------    ----------
    Balance, June 30, 2002......................................   39,100,000    $    2,278
                                                                  ===========    ==========


                                       F-86


    CAPITAL SECURITIES RETIREMENT

   On April 3, 2002 the Company issued 361,561,230 common shares, representing
   approximately 72% of the outstanding common shares after giving effect to
   such issuance, in exchange for all of its $100 million aggregate principal
   amount of 11% junior subordinated debentures due 2027, plus accrued and
   unpaid interest thereon (the "capital securities").

   Following this issuance of common shares, and as at April 3, 2002, the new
   principal holders of the Company's common shares and their respective
   ownership positions in the Company were Newmont Mining Corporation of Canada
   Limited ("Newmont Canada") (48.8%) and Kinross (11.4%). In connection with
   the completion of the capital securities exchange, three directors of the
   Company resigned from the board of directors. Two of the vacancies created by
   these resignations were filled by executive officers of Newmont Canada.

   As a result of eliminating the capital securities, the Company recorded an
   increase to common shares of $303.7 million, based on their quoted market
   value at the date of issue. The quoted market value of the common shares
   issued exceeded the book value of the capital securities by $134.8 million.
   This difference, along with transaction costs of $3.0 million, were recorded
   proportionately between interest expense ($5.5 million) and deficit ($132.3
   million) in the second quarter of 2002 based on the debt and equity
   classifications of the capital securities.

    UNITS OFFERING

   In May 2002, the Company sold a total of 39,100,000 units at a price of $0.70
   per unit for aggregate gross proceeds of approximately $27.4 million. Each
   unit consists of one common share and one share purchase warrant. The common
   shares and the warrants comprising the units separated upon closing and trade
   separately on the Toronto Stock Exchange and the American Stock Exchange.
   Each warrant entitles the holder to purchase one common share of the Company
   at a price of $0.90 at any time prior to November 14, 2003.

8.  CAPITAL SECURITIES


   On April 3, 2002 the Company issued 361,561,230 common shares in exchange for
   all of its capital securities (note 7). Prior to the exchange, the present
   value of the capital securities' principal amount was classified as debt
   (note 5) and the present value of the future interest payments plus deferred
   accrued interest was classified within a separate component of shareholders'
   equity. Interest on the debt portion of the capital securities was classified
   as interest expense on the consolidated statement of earnings and interest on
   the equity portion of the capital securities was charged directly to deficit
   on the consolidated balance sheet. The loss on conversion of the capital
   securities was charged proportionately between earnings and deficit (note 7).
   For purposes of per share calculations, the equity portions of interest and
   the loss on conversion decreases the earnings attributable to common
   shareholders. See note 10 for a discussion of differences in treatment of the
   capital securities under generally accepted accounting principles in the
   United States.


9.  INTEREST AND OTHER



                                                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                        JUNE 30,                JUNE 30,
                                                                  --------------------    --------------------
                                                                    2002        2001        2002        2001
                                                                  --------    --------    --------    --------
                                                                                          
    Interest income.............................................  $    (58)   $   (141)   $   (218)   $   (499)
    Interest expense............................................       136         616         542       1,411
    Gain on sale of assets......................................    (1,022)        (84)     (1,099)       (285)
    Unrealized loss on share investments........................        --         102          --         102
    Other.......................................................       559          49         612         103
                                                                  --------    --------    --------    --------
                                                                  $   (385)   $    542    $   (163)   $    832
                                                                  ========    ========    ========    ========


10. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
    ACCOUNTING PRINCIPLES (GAAP)

    U.S. GAAP FINANCIAL STATEMENTS

   The Company prepares its consolidated financial statements in accordance with
   accounting principles generally accepted in Canada. These differ in some
   respects from those in the United States, as described below and in the
   footnotes to the financial statements included in the Company's annual report
   on Form 10-K for the year ended December 31, 2001.

    CAPITAL SECURITIES RETIREMENT

   In accordance with Canadian GAAP, the loss on the retirement of the capital
   securities (note 7) was recorded proportionately between interest expense
   ($5.5 million) and deficit ($132.3 million) in the second quarter of 2002
   based on the debt and equity classifications of the capital securities. Under
   U.S. GAAP, the entire loss of $137.8 million would be recorded as an
   extraordinary item.

                                       F-87


   The effects of the GAAP differences on the consolidated statement of
   operations would have been as follows.



                                                                   THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                        JUNE 30,                JUNE 30,
                                                                  ---------------------   ---------------------
                                                                    2002        2001        2002        2001
                                                                  ---------   ---------   ---------   ---------
                                                                                          
    Net earnings (loss) under Canadian GAAP.....................  $  (1,487)  $    (403)  $   3,987   $   3,390
    Additional interest expense on capital securities...........         --      (4,326)     (4,581)     (8,656)
    Amortization of deferred financing on capital securities....         --        (159)       (158)       (317)
    Loss on retirement of capital securities....................      5,461          --       5,461          --
    Change in market value of foreign exchange contracts........        714        (461)        671      (1,940)
    Change in market value of option contracts..................     (1,403)        217      (1,703)       (791)
    Modification of derivative contracts realized in net
      earnings..................................................        343          --         687          --
    Transition adjustment on adoption of FAS 133................         --          --          --      (3,090)
    Kettle River exploration expense............................         --        (797)         --      (1,303)
    Kettle River amortization expense...........................         --         655          --       1,169
    Unrealized loss on share investments........................         --         102          --         102
                                                                  ---------   ---------   ---------   ---------
    Net earnings (loss) under U.S. GAAP before extraordinary
      loss......................................................  $   3,628   $  (5,172)  $   4,364   $ (11,436)
    Loss on retirement of capital securities, net of nil tax
      effect....................................................   (137,763)         --    (137,763)         --
                                                                  ---------   ---------   ---------   ---------
    Net loss under U.S. GAAP....................................  $(134,135)  $  (5,172)  $(133,399)  $ (11,436)
                                                                  =========   =========   =========   =========
    Loss per share under U.S. GAAP -- basic and diluted
    -- before extraordinary loss................................  $    0.01   $   (0.04)  $    0.01   $   (0.08)
    -- extraordinary loss.......................................  $   (0.28)  $      --   $   (0.32)  $      --
                                                                  ---------   ---------   ---------   ---------
    -- after extraordinary loss.................................  $   (0.27)  $   (0.04)  $   (0.31)  $   (0.08)
                                                                  =========   =========   =========   =========
    Weighted average number of shares outstanding (thousands)
    -- basic....................................................    495,983     140,607     429,782     140,607
    -- diluted..................................................    499,975     140,607     432,549     140,607
                                                                  =========   =========   =========   =========


   The effects of the GAAP differences on the consolidated balance sheet would
   have been as follows.



                                                                   CANADIAN    DERIVATIVE                 U.S.
    JUNE 30, 2002                                                    GAAP      CONTRACTS     OTHER        GAAP
    -------------                                                 ----------   ----------   --------   ----------
                                                                                           
    Short-term investments......................................  $    2,007    $     --    $ 12,392   $   14,399
    Long-term investments and other assets......................      52,840     (26,840)        812       26,812
    Accounts payable and accrued liabilities....................      23,039       2,300          --       25,339
    Deferred income.............................................      28,186     (28,186)         --           --
    Common shares...............................................   1,042,568          --      36,428    1,078,996
    Deficit.....................................................    (867,561)     (4,579)    (35,438)    (907,578)
    Foreign currency translation................................     (25,298)         --      25,298           --
    Accumulated other comprehensive loss........................          --       3,625     (13,084)      (9,459)
    Shareholders' equity........................................     149,709        (954)     13,204      161,959


   The following statement of comprehensive income (loss) would be disclosed in
   accordance with U.S. GAAP.



                                                                    THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                         JUNE 30,                 JUNE 30,
                                                                   ---------------------    ---------------------
                                                                     2002         2001        2002         2001
                                                                   ---------    --------    ---------    --------
                                                                                             
    Net earnings (loss) under U.S. GAAP.........................   $(134,135)   $(5,172)    $(133,399)   $(11,436)
    Other comprehensive income (loss), after a nil income tax
      effect:
      Unrealized gain on share investments arising during
        period..................................................       6,030         67         9,756         356
      Foreign currency translation adjustments..................       4,070      2,502         4,007        (915)
      Transition adjustment on implementation of FAS 133........          --         --            --      39,234
      Modification of derivative contracts realized in net
        earnings (loss).........................................      (9,599)    (5,497)      (17,860)     (7,794)
                                                                   ---------    -------     ---------    --------
    Other comprehensive income (loss)...........................         501     (2,928)       (4,097)     30,881
                                                                   ---------    -------     ---------    --------
    Comprehensive income (loss).................................   $(133,634)   $(8,100)    $(137,496)   $ 19,445
                                                                   =========    =======     =========    ========


                                       F-88


   Additionally, under U.S. GAAP, the equity section of the balance sheet would
   present a subtotal for accumulated other comprehensive loss, as follows.



                                                                   JUNE 30,    DECEMBER 31,
                                                                     2002          2001
                                                                   --------    ------------
                                                                         
    Unrealized gain on share investments........................   $12,214       $  2,458
    Modification of derivative contracts........................     3,625         21,485
    Foreign currency translation................................   (25,298)       (29,305)
                                                                   --------      --------
    Accumulated other comprehensive loss........................   $(9,459)      $ (5,362)
                                                                   ========      ========


    RECENT ACCOUNTING PRONOUNCEMENTS

   In 2001, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 143, Accounting for Asset Retirement
   Obligations, which is effective for fiscal years beginning after June 15,
   2002. The Statement requires obligations associated with the retirement of
   long-lived assets be recognized at their fair value at the time that the
   obligations are incurred. Upon initial recognition of a liability, that cost
   should be capitalized as part of the related long-lived assets and allocated
   to expense over the useful life of the asset. The Company will adopt
   Statement 143 on January 1, 2003. The impact of adoption of Statement 143 on
   the Company's financial position or results of operations has not yet been
   determined.

11. SEGMENT INFORMATION

   The Company's management regularly evaluates the performance of the Company
   by reviewing operating results on a minesite by minesite basis. As such, the
   Company considers each producing minesite to be an operating segment. In the
   second quarter of 2002, the Company had three operating mines: Round Mountain
   in Nevada, USA; Kettle River in Washington, USA; and Lupin in the Nunavut
   Territory of Canada. All of the Company's mines are 100% owned except for
   Round Mountain, which is 50% owned. The Company operated a fourth mine,
   McCoy/Cove in Nevada, USA, until March 31, 2002 at which date mining and
   processing activities were completed.

   The Company's management generally monitors revenue on a consolidated basis.
   Information regarding the Company's consolidated revenue is provided below.



                                                                    THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                         JUNE 30,                 JUNE 30,
                                                                   ---------------------    --------------------
                                                                     2002         2001        2002        2001
                                                                   --------     --------    --------    --------
                                                                                            
    Total gold and silver revenues..............................   $ 54,578     $ 63,652    $109,754    $128,113
    Average gold price realized per ounce.......................   $    375     $    298    $    360    $    304
    Average silver price realized per ounce.....................   $   4.39     $   4.52    $   4.36    $   4.93


   In making operating decisions and allocating resources, the Company's
   management specifically focuses on the production levels and cash operating
   costs generated by each operating segment, as summarized in the following
   tables.



                                                                     THREE MONTHS ENDED        SIX MONTHS ENDED
                                                                          JUNE 30,                 JUNE 30,
                                                                    --------------------    ----------------------
    PRODUCTION (OUNCES)                                              2002        2001         2002         2001
    -------------------                                             -------    ---------    ---------    ---------
                                                                                             
    Gold
      Round Mountain (50%)......................................     95,499       97,770      189,070      198,138
      Lupin.....................................................     24,643       34,756       53,360       72,710
      Kettle River..............................................      9,500       16,373       19,987       29,218
      McCoy/Cove................................................         --       27,385       16,501       49,688
                                                                    -------    ---------    ---------    ---------
    Total gold..................................................    129,642      176,284      278,918      349,754
                                                                    -------    ---------    ---------    ---------
    Silver -- all from McCoy/Cove...............................         --    1,738,056    1,470,094    3,296,585
                                                                    =======    =========    =========    =========




                                                                    THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                         JUNE 30,                JUNE 30,
                                                                   --------------------    --------------------
    OPERATING COSTS                                                  2002        2001        2002        2001
    ---------------                                                --------    --------    --------    --------
                                                                                           
    Round Mountain (50%)........................................   $ 17,731    $ 20,025    $ 33,121    $ 38,260
    Lupin.......................................................     10,392       8,035      18,271      15,854
    Kettle River................................................      2,565       4,505       4,571       8,056
    McCoy/Cove..................................................      3,632      13,956      13,453      28,974
                                                                   --------    --------    --------    --------
    Total operating costs per financial statements..............   $ 34,320    $ 46,521    $ 69,416    $ 91,144
                                                                   ========    ========    ========    ========


                                       F-89




                                                                    THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                         JUNE 30,                JUNE 30,
                                                                   --------------------    --------------------
    ROYALTIES                                                        2002        2001        2002        2001
    ---------                                                      --------    --------    --------    --------
                                                                                           
    Round Mountain (50%)........................................   $  2,062    $  2,126    $  3,594    $  3,207
    Kettle River................................................         14         189          71         359
    McCoy/Cove..................................................          6          68          41         120
                                                                   --------    --------    --------    --------
    Total royalties per financial statements....................   $  2,082    $  2,383    $  3,706    $  3,686
                                                                   ========    ========    ========    ========




                                                                    THREE MONTHS ENDED       SIX MONTHS ENDED
                                                                         JUNE 30,                JUNE 30,
                                                                   --------------------    --------------------
    DEPRECIATION AND AMORTIZATION                                    2002        2001        2002        2001
    -----------------------------                                  --------    --------    --------    --------
                                                                                           
    Round Mountain (50%)........................................   $  5,792    $  5,620    $ 10,729    $ 10,658
    Lupin.......................................................      1,070       1,328       2,200       2,605
    Kettle River................................................        473         784       1,634       1,058
    McCoy/Cove..................................................      2,153       3,243       4,384       7,064
    Depreciation of non-minesite assets.........................        395         396         776         884
                                                                   --------    --------    --------    --------
    Total depreciation and amortization per financial
      statements................................................   $  9,883    $ 11,371    $ 19,723    $ 22,269
                                                                   ========    ========    ========    ========


12. HEDGING ACTIVITIES AND COMMITMENTS

    GOLD COMMITMENTS

   At June 30, 2002, the Company had commitments to deliver 30,000 ounces of
   gold in 2002 at a minimum price of $293 per ounce. The Company's option
   position at June 30, 2002 included 90,000 ounces of gold call options sold in
   2002 at an average strike price of $296 per ounce.

    CURRENCY POSITION

   At June 30, 2002, the Company had an obligation under foreign currency
   exchange contracts to purchase C$25.5 million in the remainder of 2002 at an
   exchange rate of C$1.60 to U.S.$1.00.

   Shown below are the carrying amounts and estimated fair values of the
   Company's hedging instruments at June 30, 2002 and December 31, 2001.



                                                                      JUNE 30, 2002           DECEMBER 31, 2001
                                                                  ---------------------     ---------------------
                                                                  CARRYING   ESTIMATED      CARRYING   ESTIMATED
                                                                   AMOUNT    FAIR VALUE      AMOUNT    FAIR VALUE
                                                                  --------   ----------     --------   ----------
                                                                                           
    Gold forward sales..........................................   $  --      $  (800)       $  --       $2,000
    Gold options -- calls sold..................................    (782)      (2,300)        (876)        (700)
    Foreign currency contracts..................................      --          800           --          100
                                                                   -----      -------        -----       ------
                                                                              $(2,300)                   $1,400
                                                                   =====      =======        =====       ======


   Fair values are estimated based upon market quotations of various input
   variables. These variables were used in valuation models that estimate the
   fair market value.

13. OTHER COMMITMENTS AND CONTINGENCIES

    SUMMA

   In September 1992, Summa Corporation commenced a lawsuit against two indirect
   subsidiaries of the Company, Echo Bay Exploration Inc. and Echo Bay
   Management Corporation (together the "Subsidiaries") alleging improper
   deductions in the calculation of royalties payable over several years of
   production at McCoy/Cove and another mine, which is no longer in operation.
   The matter was tried in the Nevada State Court in April 1997, with Summa
   claiming more than U.S. $13 million in damages, and, in September 1997,
   judgment was rendered for the Subsidiaries. The decision was appealed by
   Summa to the Supreme Court of Nevada, which in April 2000 reversed the
   decision of the trial court and remanded the case back to the trial court for
   "a calculation of the appropriate [royalties] in a manner not inconsistent
   with this order." The case was decided by a panel comprised of three of the
   seven Justices of the Supreme Court of Nevada and the Subsidiaries petitioned
   that panel for a rehearing. The petition was denied by the three member panel
   on May 15, 2000 and remanded to the lower court for consideration of other
   defences and arguments put forth by the Subsidiaries. The Subsidiaries filed
   a petition for a hearing before the full Supreme Court and on December 22,
   2000, the Court recalled its previous decision. Both the Subsidiaries and
   their counsel believe that grounds exist to modify or reverse the decision.
   The Company has $1.5 million accrued related to this litigation. If the
   appellate reversal of the trial decision is maintained and the trial court,
   on remand, were to dismiss all of the Subsidiaries' defences, the royalty
   calculation at McCoy/Cove would change and

                                       F-90


    additional royalties would be payable. Neither the Company, nor counsel to
    the Subsidiaries believe it is possible to quantify the precise amount of
    liability pursuant to a revised royalty calculation.

    HANDY & HARMAN

   On March 29, 2000 Handy & Harman Refining Group, Inc., which operated a
   facility used by the Company for the refinement of dore bars, filed for
   protection under Chapter 11 of the U.S. Bankruptcy Code. The Company has a
   claim for gold and silver accounts at this refining facility with an
   estimated market value of approximately $2.4 million. Further, in March 2002,
   the liquidating trustee for Handy & Harman commenced a series of adversary
   proceedings against numerous creditors, including two Company subsidiaries,
   alleging that certain creditors received preferential payments in metal or
   otherwise. The Company intends to oppose these proceedings vigorously. The
   success or failure of the liquidating trustee in prosecuting the claims may
   have an impact on the ultimate distribution of funds to creditors. The
   outcome of these proceedings is uncertain at this time.

    SECURITY FOR RECLAMATION

   Certain of the Company's subsidiaries have provided corporate guarantees and
   other forms of security to regulatory authorities in connection with future
   reclamation activities. Early in 2001, regulators in Nevada called upon two
   of the Company's subsidiaries to provide other security to replace corporate
   guarantees that had been given in respect of the Round Mountain and
   McCoy/Cove operations totaling approximately $33 million. The Company
   disagrees with the regulators' position and believes that the subsidiaries
   qualify under the criteria set out for corporate guarantees and will oppose
   the regulatory decision. Although the outcome cannot be predicted, the
   Company and its counsel believe that the Company will prevail.

                                       F-91


                  REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS

The Board of Directors
  ECHO BAY MINES LTD.

     We have audited the consolidated balance sheets of Echo Bay Mines Ltd. as
at December 31, 2001 and 2000 and the consolidated statements of operations,
deficit and cash flow for each of the years in the three-year period ended
December 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in Canada and the United States. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.

     In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as at December 31, 2001 and 2000 and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31, 2001 in
accordance with accounting principles generally accepted in Canada.

Edmonton, Canada                                      (SIGNED) ERNST & YOUNG LLP
January 31, 2002, except for notes 7 and 20                Chartered Accountants
as to which the dates are March 28, 2002
and June 9, 2002, respectively

                                       F-92


                              ECHO BAY MINES LTD.

                          CONSOLIDATED BALANCE SHEETS
                                  December 31



                                                                  2001            2000
                                                              ------------    ------------
                                                              (thousands of U.S. dollars)
                                                                        
                                          ASSETS
Current assets:
  Cash and cash equivalents.................................    $ 12,351        $ 14,269
  Short-term investments....................................       1,910           2,186
  Interest and accounts receivable..........................       3,645           3,022
  Inventories (note 2)......................................      29,506          39,443
  Prepaid expenses and other assets.........................       3,725           6,058
                                                                --------        --------
                                                                  51,137          64,978
Plant and equipment (note 3)................................     120,969         138,527
Mining properties (note 3)..................................      32,903          41,691
Long-term investments and other assets (note 4).............      55,795          68,412
                                                                --------        --------
                                                                $260,804        $313,608
                                                                ========        ========
                           LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued liabilities..................    $ 24,284        $ 24,159
  Income and mining taxes payable...........................       3,570           5,780
  Debt and other financings (note 5)........................      17,000          26,500
  Reclamation and mine closure liabilities (note 8).........       3,841           1,914
  Deferred income (note 6)..................................         876           3,964
                                                                --------        --------
                                                                  49,571          62,317
Debt and other financings (note 5)..........................       6,714           6,032
Deferred income (note 6)....................................      47,042          74,148
Reclamation and mine closure liabilities (note 8)...........      49,726          49,632
Deferred income taxes.......................................         925           4,694
Commitments and contingencies (notes 8, 18 and 19)
Shareholders' equity:
  Common shares (note 14), no par value, unlimited number
     authorized; issued and outstanding -- 140,607,145
     shares.................................................     713,343         713,343
  Capital securities (note 7)...............................     157,453         140,076
  Deficit...................................................    (734,665)       (711,680)
  Foreign currency translation..............................     (29,305)        (24,954)
                                                                --------        --------
                                                                 106,826         116,785
                                                                --------        --------
                                                                $260,804        $313,608
                                                                ========        ========



                                               
On behalf of the Board
(signed) Robert L. Leclerc                        (signed) John W. Abell
         Director                                          Director


                            See accompanying notes.
                                       F-93


                              ECHO BAY MINES LTD.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                             Year ended December 31



                                                                2001       2000       1999
                                                              --------   --------   --------
                                                               (thousands of U.S. dollars,
                                                                except for per share data)
                                                                           
Revenue.....................................................  $237,684   $280,976   $210,351
                                                              --------   --------   --------
Expenses:
  Operating costs...........................................   175,341    173,435    139,816
  Royalties (note 19).......................................     7,597      8,034      7,197
  Production taxes..........................................       177      2,460        256
  Depreciation and amortization.............................    42,101     50,664     54,941
  Reclamation and mine closure..............................     6,098     10,572      7,025
  General and administrative................................     5,623      5,650      7,429
  Exploration and development...............................     3,466     10,336      8,754
  Interest and other (note 9)...............................     1,722      3,012      8,194
  Provision for impaired assets (note 10)...................     4,384         --         --
  Loss on sale of interest in Paredones Amarillos (note
     11)....................................................        --         --     13,795
                                                              --------   --------   --------
                                                               246,509    264,163    247,407
                                                              --------   --------   --------
Earnings (loss) before income taxes.........................    (8,825)    16,813    (37,056)
Income tax expense (recovery) (note 12).....................    (3,147)    (1,748)       216
                                                              --------   --------   --------
Net earnings (loss).........................................  $ (5,678)  $ 18,561   $(37,272)
                                                              ========   ========   ========
Net earnings (loss) attributable to common shareholders
  (note 7)..................................................  $(22,985)  $  3,164   $(50,969)
                                                              ========   ========   ========
Earnings (loss) per share -- basic and fully diluted........  $  (0.16)  $   0.02   $  (0.36)
                                                              ========   ========   ========
Weighted average number of shares outstanding (thousands)
  -- basic and fully diluted................................   140,607    140,607    140,607
                                                              ========   ========   ========


                       CONSOLIDATED STATEMENTS OF DEFICIT
                             Year ended December 31



                                                                2001        2000        1999
                                                              ---------   ---------   ---------
                                                                 (thousands of U.S. dollars)
                                                                             
Balance, beginning of year..................................  $(711,680)  $(714,844)  $(663,875)
Net earnings (loss).........................................     (5,678)     18,561     (37,272)
Interest on capital securities, net of nil tax effect (note
  7)........................................................    (17,307)    (15,397)    (13,697)
                                                              ---------   ---------   ---------
Balance, end of year........................................  $(734,665)  $(711,680)  $(714,844)
                                                              =========   =========   =========


                            See accompanying notes.
                                       F-94


                              ECHO BAY MINES LTD.

                      CONSOLIDATED STATEMENTS OF CASH FLOW
                             Year ended December 31



                                                                2001        2000        1999
                                                              ---------   ---------   ---------
                                                                 (thousands of U.S. dollars)
                                                                             
CASH PROVIDED FROM (USED IN):
OPERATING ACTIVITIES
Net earnings (loss).........................................  $  (5,678)  $  18,561   $ (37,272)
Add (deduct):
  Depreciation..............................................     31,093      32,457      40,957
  Amortization..............................................     11,008      18,207      13,984
  Amortization (deferral) of mining costs...................      6,118       4,202      (8,107)
  Deferred income included in revenue (note 6)..............    (18,609)    (24,473)    (11,129)
  Deferred income included in operating costs (note 6)......     (2,846)     (3,149)         --
  Deferral of gains on restructuring of hedge commitments...         --       4,287      14,324
  Deferred income taxes.....................................     (3,358)     (2,400)         --
  Net gain on sale of other assets (note 9).................       (700)       (432)       (736)
  Unrealized losses on share investments....................        150          28       1,508
  Provision for impaired assets (note 10)...................      4,384          --          --
  Loss on sale of interest in Paredones Amarillos (note
     11)....................................................         --          --      13,795
  Other.....................................................        588      (1,084)        651
Change in cash invested in operating assets and liabilities:
  Interest and accounts receivable..........................       (648)        (85)        864
  Inventories...............................................      8,780      (2,869)        882
  Prepaid expenses and other assets.........................        166         (31)        290
  Accounts payable and accrued liabilities..................      3,304         496        (459)
  Income and mining taxes payable...........................     (2,174)      2,790          13
                                                              ---------   ---------   ---------
                                                                 31,578      46,505      29,565
                                                              ---------   ---------   ---------
INVESTING ACTIVITIES
Mining properties, plant and equipment......................    (22,817)    (11,589)    (25,158)
Long-term investments and other assets......................     (1,879)       (524)     (5,135)
Proceeds on sale of plant and equipment.....................        943         332         972
Cost of repurchase of gold and silver hedging contracts.....         --          --      (3,334)
Other.......................................................       (243)        894        (926)
                                                              ---------   ---------   ---------
                                                                (23,996)    (10,887)    (33,581)
                                                              ---------   ---------   ---------
FINANCING ACTIVITIES
Debt borrowings.............................................         --      12,000      17,000
Debt repayments.............................................     (9,500)    (36,750)    (16,181)
Other.......................................................         --          --      (1,389)
                                                              ---------   ---------   ---------
                                                                 (9,500)    (24,750)       (570)
                                                              ---------   ---------   ---------
Net increase (decrease) in cash and cash equivalents........     (1,918)     10,868      (4,586)
Cash and cash equivalents, beginning of year................     14,269       3,401       7,987
                                                              ---------   ---------   ---------
Cash and cash equivalents, end of year......................  $  12,351   $  14,269   $   3,401
                                                              =========   =========   =========


                            See accompanying notes.
                                       F-95


                              ECHO BAY MINES LTD.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 2001

      Tabular dollar amounts in thousands of U.S. dollars, except amounts
               per share and per ounce or unless otherwise noted

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    GENERAL

   Echo Bay Mines Ltd. mines, processes and explores for gold and silver. Gold
   accounted for 86% of 2001 revenue and silver 14%. The Company has four
   operating mines: Round Mountain and McCoy/Cove in Nevada, U.S.A.; Kettle
   River in Washington, U.S.A.; and Lupin in Nunavut Territory, Canada. All of
   the Company's mines are 100% owned except for Round Mountain, which is 50%
   owned.

   The Company's financial position and operating results are directly affected
   by the market price of gold in relation to the Company's production costs.
   Silver price fluctuations also affect the Company's financial position and
   operating results, although to a lesser extent. Gold and silver prices
   fluctuate in response to numerous factors beyond the Company's control.

   The consolidated financial statements are prepared on the historical cost
   basis in accordance with accounting principles generally accepted in Canada
   and, in all material respects, conform with accounting principles generally
   accepted in the United States, except as described in note 15. The statements
   are expressed in U.S. dollars.

   The preparation of financial statements in conformity with generally accepted
   accounting principles requires management to make estimates and assumptions
   that affect the amounts reported in the financial statements and accompanying
   notes. Actual results could differ from those estimates.

   Certain of the comparative figures have been reclassified to conform to the
   current year's presentation.

    PRINCIPLES OF CONSOLIDATION

   The consolidated financial statements include the accounts of the Company and
   its subsidiaries. Interests in joint ventures, each of which by contractual
   arrangement is jointly controlled by all parties having an equity interest in
   the joint venture, are accounted for using the proportionate consolidation
   method to consolidate the Company's share of the joint venture's assets,
   liabilities, revenues and expenses.

    SHARE INVESTMENTS

   Short-term investments, comprised of publicly traded common shares, are
   recorded at the lower of cost or quoted market prices, with unrealized losses
   included in income. Long-term common share investments are recorded at cost.
   A provision for loss is recorded in income if there is a decline in the
   market value of a long-term share investment that is other than temporary. If
   the Company's share investment represents more than a 20% ownership interest
   and the Company can exercise significant influence over the investee, the
   equity method of accounting is used. The equity method reports the investment
   at cost adjusted for the Company's pro rata share of the investee's
   undistributed earnings or losses since acquisition.

    FOREIGN CURRENCY TRANSLATION

   The Company's self-sustaining Canadian operations are translated into U.S.
   dollars using the current-rate method, which translates assets and
   liabilities at the year-end exchange rate and translates revenue and expenses
   at average exchange rates. Exchange differences arising on translation are
   recorded as a separate component of shareholders' equity. The change in the
   balance is attributable to fluctuations in the exchange rate of U.S. dollars
   to Canadian dollars.

    REVENUE RECOGNITION

   Revenue is recognized when title to delivered gold or silver and the risks
   and rewards of ownership pass to the buyer.

    EARNINGS (LOSS) PER SHARE

   Earnings (loss) per share are calculated based on the weighted average number
   of common shares outstanding during the year. For per share calculations, the
   amount of capital securities interest that is charged directly to the deficit
   decreases the earnings, or increases the loss, attributable to common
   shareholders. Fully diluted earnings (loss) per share are the same as basic
   earnings (loss) per share because the Company's outstanding options are not
   dilutive.

    CASH AND CASH EQUIVALENTS

   The Company considers all highly liquid debt instruments purchased with a
   maturity of three months or less to be cash equivalents.

                                       F-96


    INVENTORIES

   Precious metals and in-process inventories are valued at the lower of cost,
   using the "first-in, first-out" method, or net realizable value. Materials
   and supplies are valued at the lower of average cost or replacement cost.

    PLANT AND EQUIPMENT

   Plant and equipment are recorded at cost. Depreciation is provided using the
   straight-line method over each asset's estimated economic life to a maximum
   of 20 years.

    MINING PROPERTIES -- PRODUCING MINES' ACQUISITION AND DEVELOPMENT COSTS

   Mining properties are recorded at cost of acquisition. Mine development costs
   include expenditures incurred to develop new ore bodies, to define further
   resources in existing ore bodies and to expand the capacity of operating
   mines. These expenditures are amortized against earnings on the
   unit-of-production method based on estimated recoverable ounces of gold.
   Estimated recoverable ounces of gold include proven and probable reserves and
   non-reserve material when sufficient objective evidence exists to determine
   that it is probable the non-reserve material will be produced.

   For the purpose of preparing financial information in accordance with United
   States generally accepted accounting principles, only proven and probable
   reserves are considered when applying the unit-of-production method.
   Non-reserve material was not used in the periods covered by these financial
   statements when applying the unit-of-production method under both Canadian
   and U.S. generally accepted accounting standards.

    DEVELOPMENT PROPERTIES

   At properties identified as having the potential to add to the Company's
   proven and probable reserves, the direct costs of acquisition and development
   are capitalized only if there is sufficient objective evidence to indicate
   that it is probable that the property will become an operating mine. Factors
   considered in making this assessment include the existence and nature of
   known resources and proven and probable reserves, whether the proximity of
   the property to existing mines and ore bodies increases the probability of
   developing an operating mine, the results of recent drilling on the property
   and the existence of feasibility studies or other analyses demonstrating the
   existence of commercially recoverable ore. Capitalized costs are evaluated
   for recoverability when events or circumstances indicate that investment in
   the property may be impaired and are written off if it is determined that the
   project is not commercially feasible in the period in which this
   determination is made. The assessment of cost recoverability is based on
   proven and probable reserves on the property, if any, as well as resources
   which do not meet the criteria for classification as a proven or probable
   reserve. If production commences, capitalized costs are transferred to
   "producing mines" acquisition and development costs" and amortized as
   described above.

   For the purpose of preparing financial information in accordance with United
   States generally accepted accounting principles, all costs associated with a
   property that has the potential to add to the Company's proven and probable
   reserves are expensed until a final feasibility study demonstrating the
   existence of proven and probable reserves is completed. No costs have been
   capitalized in the periods covered by these financial statements that do not
   meet the criteria for capitalization under both Canadian and U.S. generally
   accepted accounting standards.

    DEFERRED MINING COSTS

   Mining costs incurred to remove ore and waste from an open pit and to access
   new production areas in an underground mine are capitalized as long-term
   deferred costs. These costs are deferred because they relate to gold that
   will be produced in future years and they are charged to operating costs in
   the period that the related production occurs.

   For open pit operations, mining costs are capitalized on an individual mine
   basis, using the ratio of total tons of waste and ore to be mined to total
   gold ounces to be recovered over the life of the mine. Costs are capitalized
   in periods when the ratio of tons mined to gold produced exceeds the expected
   average for the mine. Amortization occurs in periods when the ratio is less
   than the expected average. This accounting method considers variations in
   grade and recovery in addition to waste-to-ore ratios and results in the
   recognition of mining costs evenly over the life of the mine as gold is
   produced.

   For underground mining operations, the costs of accessing and developing new
   production areas are deferred and expensed as operating costs in the period
   in which the related production occurs.

    EXPLORATION COSTS

   The costs of exploration programs are expensed as incurred.

    RECLAMATION AND MINE CLOSURE COSTS

   Estimated site restoration and closure costs for each producing mine are
   charged against operating earnings on the unit-of-production method based on
   estimated recoverable ounces of gold.

    INCOME TAXES

   In 2000, the Company adopted the provisions of CICA Handbook Section 3465
   "Income Taxes" on a prospective basis. The provisions require the use of the
   liability method of tax allocation and the recognition of deferred income
   taxes based on the differences between the carrying

                                       F-97


    amounts of assets and liabilities for accounting and tax purposes. The
    adoption of the standard had no effect on the Company's financial
    statements.

    PROPERTY EVALUATIONS

   The Company annually reviews detailed engineering life-of-mine plans for each
   mine. Long-lived assets are evaluated for impairment when events or changes
   in circumstances indicate that the related carrying amounts may not be
   recoverable. Expected future undiscounted cash flows are calculated using
   estimated recoverable ounces of gold (considering proven and probable mineral
   reserves and mineral resources expected to be converted into mineral
   reserves), future sales prices (considering current and historical prices,
   price trends and related factors), operating costs, capital expenditures,
   reclamation and mine closure costs. Reductions in the carrying amount of
   long-lived assets, with a corresponding charge to earnings, are recorded to
   the extent that the estimated future cash flows are less than the carrying
   amount.

   The Company's estimates of future cash flows are subject to risks and
   uncertainties. It is possible that changes may occur which could affect the
   recoverability of the Company's long-lived assets.

   For the purpose of preparing financial information in accordance with United
   States generally accepted accounting principles, estimated recoverable ounces
   of gold include proven and probable reserves. Impairment amounts reported in
   these financial statements under Canadian or U.S. generally accepted
   accounting standards are not affected by this difference.

    RESERVE RISKS

   If the Company were to determine that its reserves and future cash flows
   should be calculated at a significantly lower gold price than the $300 per
   ounce price used at December 31, 2001, there would likely be a material
   reduction in the amount of gold reserves. In addition, if the price realized
   by the Company for its gold or silver bullion were to decline substantially
   below the price at which mineral reserves were calculated for a sustained
   period of time, the Company potentially could experience material write-downs
   of its investment in its mining properties. Under certain of such
   circumstances, the Company might discontinue the development of a project or
   mining at one or more of its properties or might temporarily suspend
   operations at a producing property and place that property in a "care and
   maintenance" mode. Reserves could also be materially and adversely affected
   by changes in operating and capital costs and short-term operating factors
   such as the need for sequential development of ore bodies and the processing
   of new or different ore grades and ore types.

   Significant changes in the life-of-mine plans can occur as a result of mining
   experience, new ore discoveries, changes in mining methods and rates, process
   changes, investments in new equipment and technology, and other factors.
   Changes in the significant assumptions underlying future cash flow estimates,
   including assumptions regarding precious metals prices, may have a material
   effect on future carrying values and operating results.

    CAPITALIZATION OF INTEREST

   Interest cost is capitalized on construction programs until the facilities
   are ready for their intended use.

    EMPLOYEE BENEFIT PLANS

   Obligations and related costs under defined contribution employee benefit
   plans are accrued as the benefits are earned by the employees. The Company
   does not have any defined benefit plans.

    STOCK-BASED COMPENSATION PLANS

   The Company has three stock-based compensation plans, which are described in
   note 14. No compensation expense is recognized for these plans when the stock
   or stock options are issued to employees. Any consideration paid by employees
   on the exercise of stock options is credited to share capital.

    HEDGING ACTIVITIES

   The Company's profitability is subject to changes in gold and silver prices,
   exchange rates, interest rates and certain commodity prices. To reduce the
   impact of such changes, the Company locks in the future value of certain of
   these items through hedging transactions. These transactions are accomplished
   through the use of derivative financial instruments, the value of which is
   derived from movements in the underlying prices or rates.

    The gold- and silver-related instruments used in these transactions include
    forward sales contracts and options. These forward sales contracts obligate
    the Company to sell gold or silver at a specific price on a future date.
    Call options give the holder the right, but not the obligation to buy gold
    or silver at a specific future date at a specific price. These tools reduce
    the risk of gold and silver price declines, but also could limit the
    Company's participation in increases of gold and silver prices. The Company
    engages in forward currency-exchange contracts to reduce the impact on the
    Lupin mine's operating costs caused by fluctuations in the exchange rate of
    U.S. dollars to Canadian dollars.

    Gains and losses resulting from hedging activities are recognized in
    earnings on a basis consistent with the hedged item. When hedged production
    is sold, revenue is recognized in amounts implicit in the commodity loan,
    delivery commitment or option agreement. Gains or losses on foreign currency
    are recorded in operating costs, or capitalized in the cost of assets, when
    the hedged Canadian dollar transactions occur. Gains and losses on early
    termination of hedging contracts are deferred until the formerly hedged
    items are recognized in earnings. Premiums paid or received on gold and
    silver option contracts purchased or sold are deferred and recognized in
    earnings on the option expiration dates.
                                       F-98


    Call options written after October 24, 2000 are carried at fair value in
    accordance with Emerging Issues Committee Abstract 113, "Accounting by
    Commodity Producers for Written Call Options."

2.  INVENTORIES



                                                                    2001       2000
                                                                   -------    -------
                                                                        
    Precious metals bullion.....................................   $12,215    $18,357
    In-process..................................................     5,720      8,293
    Materials and supplies......................................    11,571     12,793
                                                                   -------    -------
                                                                   $29,506    $39,443
                                                                   =======    =======


3.  PROPERTY, PLANT AND EQUIPMENT

    NET BOOK VALUE



                                                                                                2001        2000
                                                                                              --------    --------
                                                                   PLANT AND      MINING      NET BOOK    NET BOOK
    PROPERTY AND PERCENTAGE OWNED                                  EQUIPMENT    PROPERTIES     VALUE       VALUE
    -----------------------------                                  ---------    ----------    --------    --------
                                                                                              
    Round Mountain (50%)........................................   $ 57,387      $18,614      $76,001     $ 81,333
    McCoy/Cove (100%)...........................................     10,093           11       10,104       20,786
    Lupin (100%)................................................     20,638        1,555       22,193       26,066
    Kettle River (100%).........................................         --           --           --        1,948
    Aquarius (100%).............................................     30,957       12,723       43,680       48,025
    Other.......................................................      1,894           --        1,894        2,060
                                                                   --------      -------      --------    --------
                                                                   $120,969      $32,903      $153,872    $180,218
                                                                   ========      =======      ========    ========


    PLANT AND EQUIPMENT



                                                                           2001                    2000
                                                                   --------------------    --------------------
                                                                               NET BOOK                NET BOOK
                                                                     COST       VALUE        COST       VALUE
                                                                   --------    --------    --------    --------
                                                                                           
    Land improvements and utility systems.......................   $ 72,977    $ 3,220     $ 72,853    $  5,165
    Buildings...................................................    153,779     25,466      155,893      33,518
    Equipment...................................................    385,086     53,371      384,236      62,311
    Construction in progress....................................     43,337     38,912       40,671      37,533
                                                                   --------    --------    --------    --------
                                                                   $655,179    $120,969    $653,653    $138,527
                                                                   ========    ========    ========    ========


    MINING PROPERTIES



                                                                     2001        2000
                                                                   --------    --------
                                                                         
    Producing mines' acquisition and development costs..........   $280,545    $276,951
    Less accumulated amortization...............................    260,365     248,792
                                                                   --------    --------
                                                                     20,180      28,159
    Development properties' acquisition and development costs...     12,723      13,532
                                                                   --------    --------
                                                                   $ 32,903    $ 41,691
                                                                   ========    ========


   During 2001, the Company wrote down the carrying values of the Kettle River
   mine (note 10).

                                       F-99


4.  LONG-TERM INVESTMENTS AND OTHER ASSETS



                                                                    2001       2000
                                                                   -------    -------
                                                                        
    Modification of hedging contracts...........................   $29,305    $30,458
    Deferred mining costs.......................................    15,648     21,808
    Reclamation and other deposits..............................    10,485      8,639
    Premiums paid on gold and silver option contracts...........     1,871     11,115
    Other.......................................................       357        253
                                                                   -------    -------
                                                                    57,666     72,273
    Less current portion included in prepaid expenses and other
      assets....................................................     1,871      3,861
                                                                   -------    -------
                                                                   $55,795    $68,412
                                                                   =======    =======


    MODIFICATION OF HEDGING CONTRACTS

   Losses on the early termination or other restructuring of gold and silver
   hedging contracts are deferred until the formerly hedged items are recognized
   in earnings. These deferred losses are expected to be recognized as follows:
   $5.0 million in 2002, $5.2 million in 2003, $11.0 million in 2004, $4.6
   million in 2005, $1.9 million in 2006 and $1.6 million thereafter. Refer to
   note 6 for a discussion of the deferral of gains on the modification of
   hedging contracts.

    DEFERRED MINING COSTS

   The deferred mining ratio for the Round Mountain mine in 2001 was 112 tons
   per ounce recovered (2000 -- 127 tons, 1999 -- 127 tons). The deferred mining
   ratio for the McCoy/Cove mine in 2001 was 15 tons per ounce recovered (2000
   -- 76 tons, 1999 -- 60 tons).

    PREMIUMS PAID ON GOLD AND SILVER HEDGING CONTRACTS

   Premiums paid on gold and silver hedging contracts are deferred and
   recognized in earnings on their expiration dates. These deferred premiums
   will be recognized in 2002. Refer to note 6 for a discussion of the deferral
   of premiums received on gold and silver option contracts sold.

5.  DEBT AND OTHER FINANCINGS



                                                                    2001       2000
                                                                   -------    -------
                                                                        
    Currency loans..............................................   $17,000    $26,500
    Capital securities (note 7).................................     6,714      6,032
                                                                   -------    -------
                                                                    23,714     32,532
    Less current portion........................................    17,000     26,500
                                                                   -------    -------
                                                                   $ 6,714    $ 6,032
                                                                   =======    =======


    CURRENCY LOANS

   On October 5, 2001, a new $17 million revolving credit and $4 million letter
   of credit facility was established with HSBC Bank USA. The new facility has
   been guaranteed by an affiliate of Franco-Nevada Mining Corporation Limited.
   The Company has drawn down on the revolving credit facility to repay bank
   debt of $17 million and has replaced the $4 million letter of credit issued
   under the previous facility. The principal amount of the credit facility
   matures on September 30, 2002 and interest is payable quarterly at LIBOR plus
   2.125%. As a result of Franco-Nevada agreeing to give this guarantee, the
   interest rate payable by the Company is lower than it would have been without
   the guarantee. Accordingly, the Company has agreed to pay Franco-Nevada a fee
   equal to 50 percent of the saving realized by the Company. At December 31,
   2001, the effective interest rate on the revolving loan was 4.335%.

    OTHER INFORMATION

   Certain of the Company's financing arrangements require it to maintain
   specified ratios of assets to liabilities and cash flow to debt. The Company
   is in compliance with these ratios and other covenant requirements.

   The Company had $24.7 million in outstanding surety bonds and letters of
   credit at December 31, 2001, primarily related to the bonding of future
   reclamation obligations. At December 31, 2001, annual fees on the letters of
   credit range from 0.5% to 2.125%.

   Interest payments were $1.8 million in 2001, $4.3 million in 2000 and $5.0
   million in 1999.

                                      F-100


6.  DEFERRED INCOME



                                                                    2001       2000
                                                                   -------    -------
                                                                        
    Modification of hedging contracts...........................   $47,042    $66,471
    Premiums received on gold and silver hedging contracts......       876     11,641
                                                                   -------    -------
                                                                    47,918     78,112
    Less current portion........................................       876      3,964
                                                                   -------    -------
                                                                   $47,042    $74,148
                                                                   =======    =======


    MODIFICATION OF HEDGING CONTRACTS

   Gains on the early termination or other restructuring of gold, silver and
   foreign currency hedging contracts are deferred until the formerly hedged
   items are recognized in earnings. These deferred gains are expected to be
   recognized as follows: $35.6 million in 2002, $2.5 million in 2003, $3.9
   million in 2004, $3.7 million in 2005 and $1.3 million in 2006. Refer to note
   4 for a discussion of the deferral of losses on the modification of hedging
   contracts.

    PREMIUMS RECEIVED ON GOLD AND SILVER OPTION CONTRACTS

   Premiums received on gold and silver option contracts sold are deferred and
   recognized in earnings on the option expiration dates. These deferred
   premiums will be recognized in 2002. Refer to note 4 for a discussion of the
   deferral of premiums paid on gold and silver hedging contracts.

7.  CAPITAL SECURITIES

   In 1997, the Company issued $100.0 million of 11% capital securities due in
   April 2027. The effective interest rate on the capital securities is 11%, or
   12% compounded semi-annually during a period of interest deferral.

   The Company has the right to defer interest payments on the capital
   securities for a period not to exceed 10 consecutive semi-annual periods.
   During a period of interest deferral, interest accrues at a rate of 12% per
   annum, compounded semi-annually, on the full principal amount and deferred
   interest. Since April 1998, the Company has exercised its right to defer its
   interest payments to holders of the capital securities. Interest accrued and
   deferred to date amounts to $64.2 million at December 31, 2001 and is payable
   no later than April 1, 2003 together with any additional compounded or
   deferred interest up to that date. The Company, at its option, may satisfy
   its deferred interest obligation by delivering common shares to the indenture
   trustee for the capital securities. The trustee would sell the Company's
   shares and remit the proceeds to the holders of the securities in payment of
   the deferred interest obligation. Deferred interest obligations not settled
   with proceeds from the sale of shares remain an unsecured liability of the
   Company. The present value of the capital securities' principal amount, $6.7
   million, has been classified as debt within gold and other financings (note
   5). The present value of the future interest payments of $93.3 million plus
   deferred accrued interest has been classified within a separate component of
   shareholders' equity as the Company has the unrestricted ability to settle
   the future interest payments by issuing its own common shares to the trustee
   for sale. Interest on the debt portion of the capital securities has been
   classified as interest expense on the consolidated statement of earnings, and
   interest on the equity portion of the capital securities has been charged
   directly to deficit on the consolidated balance sheet. For purposes of per
   share calculations, interest on the equity portion decreases the earnings
   attributable to common shareholders. See note 15 for a discussion of
   differences in treatment of the capital securities under generally accepted
   accounting principles in the United States.

   On March 28, 2002 the Company's common shareholders authorized the issuance
   of up to an aggregate of 361,561,230 common shares in exchange for the
   capital securities. See note 20.

8.  RECLAMATION AND MINE CLOSURE LIABILITIES



                                                                    2001       2000
                                                                   -------    -------
                                                                        
    Round Mountain..............................................   $13,674    $10,659
    McCoy/Cove..................................................    17,546     19,284
    Lupin.......................................................     9,584      8,280
    Kettle River................................................     9,119      8,620
    Sunnyside...................................................     3,644      4,703
                                                                   -------    -------
                                                                    53,567     51,546
    Less current portion........................................     3,841      1,914
                                                                   -------    -------
                                                                   $49,726    $49,632
                                                                   =======    =======


   At December 31, 2001, the Company's estimate of future reclamation and mine
   closure costs is $62.1 million, which it believes will meet current
   regulatory requirements. The aggregate obligation accrued to December 31,
   2001 was $53.6 million, including accruals of $7.4 million in 2001, $10.6
   million in 2000, and $7.0 million in 1999. The remaining $8.5 million,
   including $6.6 million at Round Mountain and $1.9 million at Lupin, will be
   accrued on the unit-of-production method over the remaining life of each
   mine. Assumptions used to estimate reclamation and mine closure costs are
   based on the work that is required under currently applicable permits, laws
   and regulations. These estimates may change based on future changes in
   operations, cost of reclamation activities and regulatory requirements.
                                      F-101


9.  INTEREST AND OTHER



                                                                    2001      2000       1999
                                                                   ------    -------    ------
                                                                               
    INTEREST INCOME.............................................   $ (760)   $  (964)   $ (166)
    Interest expense............................................    2,560      5,194     4,723
    Unrealized loss on share investments........................      150         28     1,508
    Gain on sale of share investments...........................       --       (181)     (485)
    Gain on sale of plant and equipment.........................     (700)      (251)     (251)
    Alaska-Juneau reclamation...................................       --     (2,048)       --
    Other.......................................................      472      1,234     2,865
                                                                   ------    -------    ------
                                                                   $1,722    $ 3,012    $8,194
                                                                   ======    =======    ======


10. PROVISION FOR IMPAIRED ASSETS

   The recoverability of the Company's carrying values of its operating and
   development properties are assessed by comparing carrying values to estimated
   future net cash flows from each property when conditions are present
   indicating impairment may exist. In 2001, the Company recorded a $4.4 million
   provision for impaired assets relating to its Kettle River mine due to an
   unexpected decrease in reserves.

11. LOSS ON SALE OF INTEREST IN PAREDONES AMARILLOS

   The Company agreed in 1999 to sell its 60% interest in the Paredones
   Amarillos project in Mexico to its joint venture partner. In return, the
   Company received full ownership of a mill, valued at $2.5 million, owned by
   the joint venture and a 2% net profits royalty capped at $2.0 million related
   to Paredones Amarillos production. The joint venture partner assumed all
   project liabilities. In 1999, the Company recognized a loss on the sale of
   Paredones Amarillos of $13.8 million.

12. INCOME TAX EXPENSE

    GEOGRAPHIC COMPONENTS

   The geographic components of earnings before income tax expense and income
   tax expense were as follows.



                                                                     2001        2000        1999
                                                                   --------    --------    --------
                                                                                  
    Earnings (loss) before income taxes:
      Canada....................................................   $    952    $    637    $(22,386)
      United States and other...................................     (9,777)     16,176     (14,670)
                                                                   --------    --------    --------
                                                                   $ (8,825)   $ 16,813    $(37,056)
                                                                   ========    ========    ========
    Current income tax expense:
      Canada....................................................   $    166    $    201    $    216
      United States and other...................................         45         451          --
                                                                   --------    --------    --------
                                                                        211         652         216
                                                                   --------    --------    --------
    Deferred income tax expense (recovery):
      Canada....................................................     (3,358)     (2,400)         --
      United States and other...................................         --          --          --
                                                                   --------    --------    --------
                                                                     (3,358)     (2,400)         --
                                                                   --------    --------    --------
    Income tax expense (recovery)...............................   $ (3,147)   $ (1,748)   $    216
                                                                   ========    ========    ========


                                      F-102


    EFFECTIVE TAX RATE

   The effective tax rate on the Company's earnings differed from the combined
   Canadian federal and provincial corporate income tax rates of 43.1% for 2001
   and 2000 and 43.5% for 1999 for the following reasons.



                                                                     2001        2000        1999
                                                                   --------    --------    --------
                                                                                  
    Earnings (loss) before income taxes.........................   $ (8,825)   $ 16,813    $(37,056)
                                                                   ========    ========    ========
    Income tax effect of:
      Expected Canadian federal and provincial corporate income
        taxes...................................................   $ (3,805)   $  7,246    $(16,115)
      Utilization of net operating loss.........................         --      (5,760)       (838)
      Operating loss from which no tax benefit is derived.......      3,964          --          --
      Canadian resource allowance and earned depletion..........       (172)        113      (2,153)
      Foreign earnings subject to different income tax rates....        965      (1,326)     18,182
      Other items...............................................     (4,099)     (2,021)      1,140
                                                                   --------    --------    --------
    Income tax expense (recovery)...............................   $ (3,147)   $ (1,748)   $    216
                                                                   ========    ========    ========
    Effective tax rate (current and deferred)...................      35.7%      (10.4%)      (0.6%)
                                                                   ========    ========    ========


    LOSS CARRYFORWARDS

   At December 31, 2001, the Company had U.S. net operating loss carryforwards
   of approximately $416 million to apply against future taxable income and $207
   million to apply against future alternative minimum taxable income. These
   loss carryforwards do not include the provisions for impaired assets, which
   have not yet been recognized fully for income tax purposes. The net operating
   loss carryforwards expire at various times from 2002 to 2021. Additionally,
   the Company has Canadian non-capital loss carryforwards of approximately $81
   million and net capital loss carryforwards of approximately $202 million. The
   non-capital loss carryforwards expire at various times from 2003 to 2008. The
   net capital loss carryforwards have no expiration date.

    DEFERRED TAX LIABILITIES AND ASSETS

   Significant components of the Company's deferred tax liabilities and assets
   are as follows.



                                                                       2001                             2000
                                                           -----------------------------    -----------------------------
                                                                       U.S.                             U.S.
                                                           CANADA    AND OTHER    TOTAL     CANADA    AND OTHER    TOTAL
                                                           ------    ---------    ------    ------    ---------    ------
                                                                             (millions of U.S. dollars)
                                                                                                 
    Deferred tax liabilities:
      Tax over book depreciation and depletion..........   $ 3.3      $   --      $  3.3    $ 6.4      $   --      $  6.4
      Other tax liabilities.............................     2.7          --         2.7      5.3         0.8         6.1
                                                           ------     ------      ------    ------     ------      ------
    Total deferred tax liabilities......................     6.0          --         6.0     11.7         0.8        12.5
                                                           ------     ------      ------    ------     ------      ------
    Deferred tax assets:
      Net operating loss and other carryforwards........   120.3       147.9       268.2    117.2       145.0       262.2
      Book over tax depreciation and depletion..........    33.0        21.3        54.3     34.5        13.2        47.7
      Accrued liabilities...............................     5.1        17.6        22.7      4.7        19.8        24.5
      Other tax assets..................................     1.8         4.7         6.5      9.2         4.7        13.9
                                                           ------     ------      ------    ------     ------      ------
    Total deferred tax assets before allowance..........   160.2       191.5       351.7    165.6       182.7       348.3
    Valuation allowance for deferred tax assets.........   (155.1)    (191.5)     (346.6)   (158.6)    (181.9)     (340.5)
                                                           ------     ------      ------    ------     ------      ------
    Total deferred tax assets...........................     5.1          --         5.1      7.0         0.8         7.8
                                                           ------     ------      ------    ------     ------      ------
    Net deferred tax liabilities........................   $ 0.9      $   --      $  0.9    $ 4.7      $   --      $  4.7
                                                           ======     ======      ======    ======     ======      ======


   The net increase in the valuation allowance for deferred tax assets was $6.1
   million for 2001 and $71.0 million for 2000.

    INCOME TAX PAYMENTS

   Income tax payments were $0.7 million in 2001, $0.2 million in 2000 and $0.2
   million in 1999.

13. PREFERRED SHARES

   The Company is authorized to issue an unlimited number of preferred shares,
   issuable in series. Each series is to consist of such number of shares and to
   have such designation, rights, privileges, restrictions and conditions as may
   be determined by the directors. No preferred shares are currently issued.

                                      F-103


14. COMMON SHARES

   The Company had 140,607,145 common shares outstanding during each of the
   three years ended December 31, 1999, 2000 and 2001.

    DIVIDENDS

   The Company has not paid dividends since 1996 and is prohibited from paying
   common share dividends during a period of interest deferral related to the
   capital securities (note 7).

    RESTRICTED SHARE GRANT PLAN

   Effective February 1997, the Company adopted a restricted share grant plan to
   provide incentive to officers of the Company. The Company has reserved an
   aggregate of 750,000 common shares for issuance under the plan, but no grants
   are outstanding. The vesting of any shares, which may be granted under this
   plan, is at the discretion of the Compensation Committee of the Board of
   Directors.

    EMPLOYEE SHARE INCENTIVE PLAN AND DIRECTOR EQUITY PLAN

   These plans provide for the granting of options to purchase common shares to
   officers and employees (under the employee share incentive plan) and to
   eligible directors (under the director equity plan). Outstanding share
   options under the plans are exercisable at prices equal to the market value
   on the date of grant. The option holder may exercise each share option over a
   period of 10 years from the date of grant. Options generally vest in 25%
   increments on the first, second, third and fourth year anniversaries
   following the grant date. Option prices are denominated in Canadian dollars.
   No more grants are to be made under the director equity plan.

   Changes in the number of options outstanding during the three years ended
   December 31, 2001 were as follows:



                                                                        EMPLOYEE SHARE
                                                                        INCENTIVE PLAN              DIRECTOR EQUITY PLAN
                                                                 ----------------------------    ---------------------------
                                                                                  WEIGHTED                       WEIGHTED
                                                                 NUMBER OF        AVERAGE        NUMBER OF       AVERAGE
                                                                   SHARES      EXERCISE PRICE     SHARES      EXERCISE PRICE
                                                                 ----------    --------------    ---------    --------------
                                                                                                  
    Options outstanding, December 31, 1998.....................  4,977,320        C$10.44         240,450        C$11.14
    1999: Options granted......................................  1,170,000           2.55              --             --
         Options expired.......................................    (34,937)          9.75              --             --
         Options forfeited.....................................   (618,697)          9.94              --             --
                                                                 ----------       -------         -------        -------
    Options outstanding, December 31, 1999.....................  5,493,686        C$ 8.82         240,450        C$11.14
    2000: Options granted......................................         --             --              --             --
         Options expired.......................................   (100,458)         12.88              --             --
         Options forfeited.....................................  (1,021,417)         8.92         (13,000)          5.85
                                                                 ----------       -------         -------        -------
    Options outstanding, December 31, 2000.....................  4,371,811        C$ 8.71         227,450        C$11.44
    2001: Options granted......................................         --             --              --             --
         Options expired.......................................    (64,655)          8.88              --             --
         Options forfeited.....................................   (666,589)          8.66              --             --
                                                                 ----------       -------         -------        -------
    Options outstanding, December 31, 2001.....................  3,640,567        C$ 8.72         227,450        C$11.44
                                                                 ==========       =======         =======        =======


   The number of shares reserved for future grants at December 31, 2001 is
   5,971,935 under the Employee Share Incentive Plan. The number and weighted
   average price of shares exercisable under the Employee Share Incentive Plan
   are 3,076,154 at C$9.80 at December 31, 2001; 3,389,484 at C$10.41 at
   December 31, 2000; and 3,521,787 at C$11.66 at December 31, 1999. The number
   and weighted average price of shares exercisable under the Director Equity
   Plan are 217,700 at C$11.78 at December 31, 2001; 196,575 at C$12.40 at
   December 31, 2000; and 171,575 at C$12.73 at December 31, 1999.

   Options outstanding at December 31, 2001 had the following characteristics.



                                                                WEIGHTED         WEIGHTED                         WEIGHTED
                                                            AVERAGE EXERCISE      AVERAGE       NUMBER OF     AVERAGE EXERCISE
                                           EXERCISE         PRICE OF SHARES     YEARS UNTIL      SHARES       PRICE OF SHARES
    NUMBER OF SHARES OUTSTANDING          PRICE RANGE         OUTSTANDING       EXPIRATION     EXERCISABLE      EXERCISABLE
    ----------------------------       -----------------    ----------------    -----------    -----------    ----------------
                                                                                               
    Employee Share Incentive Plan
            1,402,533...............   C$ 2.55 - C$ 3.59        C $ 2.94             8            838,120         C$  3.04
            1,007,721...............      5.75 -   10.70            8.73             5          1,007,721             8.73
            1,110,563...............     13.38 -   16.50           14.95             3          1,110,563            14.95
             119,750................     18.25 -   19.63           18.48             4            119,750            18.48
    Director Equity Plan
             143,000................   C$ 3.70 - C$12.50        C $ 8.67             5            133,250         C$  9.03
              84,450................     14.25 -   18.25           16.13             3             84,450            16.13


                                      F-104


15. DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING
    PRINCIPLES (GAAP)

    U.S. GAAP FINANCIAL STATEMENTS

   The Company prepares its consolidated financial statements in accordance with
   accounting principles generally accepted in Canada, which differ in some
   respects from those in the United States, as described below.

   In accordance with Canadian GAAP, the present value of the principal amount
   of the capital securities issued in 1997 is classified as debt within gold
   and other financings, while the present value of the future interest payments
   is classified as a separate component of shareholders' equity (note 7). The
   deferred accrued interest is classified within this equity component as the
   Company has the option to satisfy the deferred interest by delivering common
   shares. The related issuance costs were allocated proportionately to deferred
   financing charges and retained earnings based on the debt and equity
   classifications. Interest on the capital securities has been allocated
   proportionately to interest expense and deficit based on the debt and equity
   classifications. Under U.S. GAAP, the face value of the securities would be
   classified entirely as debt within gold and other financings; the related
   issuance costs would be classified as deferred financing charges within
   long-term investments and other assets and would be amortized to interest
   expense over the life of the securities; and the interest on the capital
   securities would be classified entirely as interest expense.

   In accordance with Canadian GAAP, certain long-term foreign exchange
   contracts are considered to be hedges of the cost of goods to be purchased in
   foreign currencies in future periods. Gains and losses related to changes in
   market values of such contracts are recognized as a component of the cost of
   goods when the related hedged purchases occur. In 2001, the Company
   recognized $2.8 million in deferred foreign exchange gains. Under U.S. GAAP,
   foreign exchange contracts would be carried at market value and changes
   included in current earnings.

   In accordance with Canadian GAAP, the Company's short-term share investments
   are carried at the lower of cost or market based on quoted market prices.
   Under U.S. GAAP, these investments would have been marked to market, with
   unrealized gains or losses excluded from earnings and reported as accumulated
   other comprehensive income in shareholders' equity, net of tax.

   At December 31, 2001, the Company had 120,000 ounces of gold call options
   sold with an average strike price of $297 per ounce. The Company sold these
   call options to enhance prices on certain of its gold forward contracts. In
   accordance with U.S. GAAP, the 120,000 ounces of gold call options sold would
   not qualify for hedge accounting and therefore would be marked to market at
   December 31, 2001. As a result, the Company recorded a loss of $0.8 million
   in 2001, a gain of $3.0 million in 2000 and a loss of $2.1 million in 1999
   under U.S. GAAP.

   In accordance with Canadian GAAP, capitalized mine development costs include
   expenditures incurred to develop new ore bodies, to define further resources
   in existing ore bodies and to expand the capacity of operating mines. The
   Company capitalized development costs of $2.2 million in 2001; $1.2 million
   in 2000 and $0.1 million in 1999 for the extension to the K-2 deposit at the
   Kettle River mine. Under U.S. GAAP, development costs are capitalized only
   when converting mineralized material to reserves or for further delineation
   of existing reserves. The development expenditures resulted in additions to
   mineralized material but did not add to mineral reserves. Therefore under
   U.S. GAAP, the expenditures would be classified as exploration expense.

   The effects on the consolidated statement of earnings of the above
   differences would have been as follows:



                                                                     2001         2000         1999
                                                                   ---------    ---------    ---------
                                                                                    
    Net earnings (loss) under Canadian GAAP.....................   $  (5,678)   $  18,561    $ (37,272)
    Additional interest expense on capital securities...........     (17,307)     (15,397)     (13,697)
    Amortization of deferred financing costs on capital
      securities................................................        (634)        (633)        (633)
    Change in market value of foreign exchange contracts........         426          948        5,540
    Change in market value of option contracts..................      (1,291)       2,964       (2,146)
    Amortization of deferred foreign exchange gains.............      (2,846)      (3,149)          --
    Transition adjustment on adoption of FAS 133................      (3,090)          --           --
    Unrealized loss on short-term investments...................         150           28           --
    Kettle River exploration expense............................      (2,234)      (1,229)        (108)
    Kettle River amortization expense...........................       2,103          163           --
    Provision for impaired assets...............................       1,305           --           --
                                                                   ---------    ---------    ---------
    Net earnings (loss) under U.S. GAAP.........................   $ (29,096)   $   2,256    $ (48,316)
                                                                   =========    =========    =========
    Earnings (loss) per share under U.S. GAAP...................   $   (0.21)   $    0.02    $   (0.34)
                                                                   =========    =========    =========


                                      F-105


   The effects of the GAAP differences on the consolidated balance sheet would
   have been as follows.



                                                              CANADIAN      CAPITAL      DERIVATIVE                   U.S.
    DECEMBER 31, 2001                                           GAAP       SECURITIES    CONTRACTS       OTHER        GAAP
    -----------------                                         ---------    ----------    ----------    ---------    ---------
                                                                                                     
    Short-term investments.................................   $   1,910    $      --     $      --     $   2,636    $   4,546
    Long-term investments and other assets.................      55,795          158       (29,305)          141       26,789
    Accounts payable and accrued liabilities...............      24,284           --           691            --       24,975
    Debt and other financings..............................      23,714       93,286            --            --      117,000
    Deferred income........................................      47,918           --       (47,918)           --           --
    Accrued interest on capital securities.................          --       64,167            --            --       64,167
    Common shares..........................................     713,343           --            --        36,428      749,771
    Capital securities.....................................     157,453     (157,453)           --            --           --
    Deficit................................................    (734,665)         158        (3,563)      (36,109)    (774,179)
    Foreign currency translation...........................     (29,305)          --            --        29,305           --
    Accumulated other comprehensive loss...................          --           --        21,485       (26,847)      (5,362)
    Shareholders' equity (deficit).........................     106,826     (157,295)       17,922         2,777      (29,770)




                                                                   CANADIAN      CAPITAL                     U.S.
    DECEMBER 31, 2000                                                GAAP       SECURITIES      OTHER        GAAP
    -----------------                                              ---------    ----------    ---------    ---------
                                                                                               
    Short-term investments......................................   $   2,186    $      --     $     760    $   2,946
    Mining properties...........................................      41,691           --        (1,174)      40,517
    Long-term investments and other assets......................      68,412          792           533       69,737
    Debt and other financings...................................      32,532       93,968            --      126,500
    Deferred income.............................................      78,112           --        (2,846)      75,266
    Accrued interest on capital securities......................          --       46,108            --       46,108
    Common shares...............................................     713,343           --        36,428      749,771
    Capital securities..........................................     140,076     (140,076)           --           --
    Deficit.....................................................    (711,680)         792       (34,195)    (745,083)
    Foreign currency translation................................     (24,954)          --        24,954           --
    Accumulated other comprehensive loss........................          --           --       (24,222)     (24,222)
    Shareholders' equity (deficit)..............................     116,785     (139,284)        2,965      (19,534)


   The continuity of shareholders' equity (deficit) from December 31, 2000 to
   December 31, 2001 under U.S. GAAP would have been as follows.



                                                                     2001
                                                                   --------
                                                                
    BALANCE, BEGINNING OF YEAR..................................   $(19,534)
    Net loss....................................................    (29,096)
    Other comprehensive income..................................     18,860
                                                                   --------
    Balance, end of year........................................   $(29,770)
                                                                   ========


   The following statement of comprehensive income (loss) would be disclosed in
   accordance with U.S. GAAP.



                                                                     2001       2000        1999
                                                                   --------    -------    --------
                                                                                 
    NET EARNINGS (LOSS) UNDER U.S. GAAP.........................   $(29,096)   $ 2,256    $(48,316)
    Other comprehensive income (loss), after a nil income tax
      effect:
      Unrealized gain on share investments arising during
        period..................................................      1,726        732          --
      Foreign currency translation adjustments..................     (4,351)    (2,940)      4,562
      Transition adjustment on adoption of FAS 133..............     39,234         --          --
      Modification of derivative contracts realized in net
        income..................................................    (17,749)        --          --
                                                                   --------    -------    --------
    Other comprehensive income (loss)...........................     18,860     (2,208)      4,562
                                                                   --------    -------    --------
    Comprehensive income (loss).................................   $(10,236)   $    48    $(43,754)
                                                                   ========    =======    ========


   Additionally, under U.S. GAAP, the equity section of the balance sheet would
   present a subtotal for accumulated other comprehensive loss, as follows.



                                                                     2001        2000
                                                                   --------    --------
                                                                         
    Unrealized gain on share investments........................   $  2,458    $    732
    Modification of derivative contracts........................     21,485          --
    Foreign currency translation................................    (29,305)    (24,954)
                                                                   --------    --------
    Accumulated other comprehensive loss........................   $ (5,362)   $(24,222)
                                                                   ========    ========


                                      F-106


    STOCK-BASED COMPENSATION

   Financial Accounting Standards Board (FASB) Statement No. 123, "Accounting
   for Stock-Based Compensation," gives the option to either follow fair value
   accounting or to follow Accounting Principles Board Opinion No. 25,
   "Accounting for Stock Issued to Employees" ("APB No. 25") and related
   Interpretations. The Company has determined that it will elect to continue to
   follow APB No. 25 and related Interpretations in accounting for its employee
   and director stock options in financial information prepared in conformity
   with U.S. GAAP.

   In accordance with Canadian GAAP and U.S. GAAP (under APB No. 25), the
   Company does not recognize compensation expense for stock option grants in
   the earnings statement, as the market prices of the underlying stock on the
   grant dates do not exceed the exercise prices of the options granted.

   Had the Company adopted Statement No. 123 for its U.S. GAAP disclosure, the
   following net earnings and losses would have been reported.



                                                                     2001       2000       1999
                                                                   --------    ------    --------
                                                                                
    Net earnings (loss) under U.S. GAAP.........................   $(29,096)   $2,256    $(48,316)
    Pro forma stock compensation expense, after a nil income tax
      effect....................................................       (405)     (929)     (1,845)
                                                                   --------    ------    --------
    Pro forma net earnings (loss) under U.S. GAAP...............   $(29,501)   $1,327    $(50,161)
                                                                   ========    ======    ========
    Pro forma earnings (loss) per share under U.S. GAAP.........   $  (0.21)   $ 0.01    $  (0.36)
                                                                   ========    ======    ========


   The Company has utilized the Black-Scholes option valuation model to estimate
   the fair value of options granted, assuming a weighted average option life of
   six years, a risk-free interest rate of 6.25%, a zero dividend yield and a
   volatility factor of 60% for 1999 grants. The weighted average fair value of
   options granted was estimated at $1.08 per share in 1999. There were no
   grants in 2001 or 2000.

    DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

   On January 1, 2001, the Company implemented FASB Statement No. 133,
   "Accounting for Derivative Instruments and Hedging Activities" and Statement
   No. 138 "Accounting for Certain Derivative Instruments and Certain Hedging
   Activities." The Company has designated its gold forward contracts as normal
   sales as defined by Statement No. 138 and these contracts are therefore
   excluded from the scope of Statement No. 133. Foreign exchange contracts and
   gold call options have not been designated as hedges for U.S. GAAP purposes
   and are recognized at fair value on the balance sheet with changes in fair
   value recorded in earnings. Gains and losses on the early termination or
   other restructuring of gold, silver and foreign currency hedging contracts
   are deferred in accumulated other comprehensive income until the formerly
   hedged items are recorded in earnings. The transition adjustment recorded
   under U.S. GAAP at January 1, 2001 decreased assets by $18.3 million,
   liabilities by $54.4 million and net earnings by $3.1 million, and increased
   accumulated other comprehensive income by $39.2 million.

    RECENT ACCOUNTING PRONOUNCEMENTS

   In 2001, the Financial Accounting Standards Board issued Statement of
   Financial Accounting Standards No. 143, Accounting for Asset Retirement
   Obligations, which is effective for fiscal years beginning after June 15,
   2002. The Statement requires legal obligations associated with the retirement
   of long-lived assets be recognized at their fair value at the time that the
   obligations are incurred. Upon initial recognition of a liability, that cost
   should be capitalized as part of the related long-lived assets and allocated
   to expense over the useful life of the asset. The Company will adopt
   Statement 143 on January 1, 2003. Due to the number of operating facilities
   that the Company maintains, the expected impact of adoption of Statement 143
   on the Company's financial position or results of operations has not yet been
   determined.

    OTHER

   The estimated fair values of cash and cash equivalents, short-term
   investments and currency loans approximate their book values. The fair values
   were determined from quoted market prices or estimated using discounted cash
   flow analysis. See note 18 for further disclosure regarding estimated fair
   values of financial instruments.

16. JOINT VENTURES

   Summarized below is the Company's 50% interest in the Round Mountain mine,
   accounted for by the proportionate consolidation method.



                                                                     2001        2000        1999
                                                                   --------    --------    --------
                                                                                  
    Revenues....................................................   $105,450    $ 90,633    $ 87,469
    Expenses:
      Operating costs...........................................     72,049      60,231      52,880
      Royalties.................................................      6,881       5,585       5,021
      Production taxes..........................................        664         470          57
      Depreciation and amortization.............................     20,570      18,978      17,704
      Reclamation and mine closure..............................      3,361       2,880       2,438
      Exploration...............................................        663         529         431
      Other.....................................................       (761)       (753)        753
                                                                   --------    --------    --------
    Earnings before income taxes................................   $  2,023    $  2,713    $  8,185
                                                                   ========    ========    ========


                                      F-107




                                                                     2001        2000        1999
                                                                   --------    --------    --------
                                                                                  
    Current assets..............................................   $ 40,224    $ 33,425    $ 33,105
    Non-current assets..........................................     96,376     109,211     126,611
    Current liabilities.........................................    (15,154)    (11,244)    (10,667)
    Non-current liabilities.....................................    (15,311)    (18,023)    (18,845)
                                                                   --------    --------    --------
    Equity......................................................   $106,135    $113,369    $130,204
                                                                   ========    ========    ========




                                                                     2001        2000        1999
                                                                   --------    --------    --------
                                                                                  
    Net cash provided from (used in):
      Operating activities......................................   $ 15,146    $ 10,849    $  4,538
      Investing activities......................................    (15,046)     (4,664)     (8,229)
      Financing activities......................................         --          --          --
                                                                   --------    --------    --------
    Net increase (decrease) in cash.............................   $    100    $  6,185    $ (3,691)
                                                                   ========    ========    ========


17. SEGMENT INFORMATION

   The Company's management regularly evaluates the performance of the Company
   by reviewing operating results on a minesite by minesite basis. As such, the
   Company considers each producing minesite to be an operating segment. The
   Company has four operating mines: Round Mountain and McCoy/Cove in Nevada,
   U.S.A.; Kettle River in Washington, U.S.A.; and Lupin in Nunavut Territory,
   Canada. The Company recommenced operations at its Lupin mine in the Nunavut
   Territory, Canada in April 2000. All are 100% owned except for Round
   Mountain, which is 50% owned.

   The Company's management generally monitors revenues on a consolidated basis.
   Information regarding the Company's consolidated revenues is provided below.



                                                                     2001        2000        1999
                                                                   --------    --------    --------
                                                                                  
    Total gold and silver revenues..............................   $237,684    $280,976    $210,351
    Average gold price realized per ounce.......................   $    305    $    319    $    325
    Average silver price realized per ounce.....................   $   4.70    $   5.28    $   5.69


   In making operating decisions and allocating resources, the Company's
   management specifically focuses on the production levels and operating costs
   incurred by each operating segment, as summarized in the following tables.



    GOLD PRODUCTION (OUNCES)                                          2001          2000           1999
    ------------------------                                       ----------    -----------    ----------
                                                                                       
    Round Mountain (50%)........................................      373,475        320,064       270,904
    McCoy/Cove..................................................       94,633        162,784       124,536
    Lupin.......................................................      139,327        117,729            --
    Kettle River................................................       50,349         94,086       104,396
                                                                   ----------    -----------    ----------
    Total gold..................................................      657,784        694,663       499,836
                                                                   ==========    ===========    ==========




    SILVER PRODUCTION (OUNCES)                                        2001          2000           1999
    --------------------------                                     ----------    -----------    ----------
                                                                                       
    Total silver-all from McCoy/Cove............................    6,451,425     12,328,297     8,430,072
                                                                   ==========    ===========    ==========




    OPERATING COSTS                                                   2001          2000           1999
    ---------------                                                ----------    -----------    ----------
                                                                                       
    Round Mountain (50%)........................................   $   72,049    $    60,501    $   53,055
    McCoy/Cove..................................................       53,015         69,920        63,429
    Lupin.......................................................       34,722         22,883            --
    Kettle River................................................       15,555         20,131        23,332
                                                                   ----------    -----------    ----------
    Total operating costs per financial statements..............   $  175,341    $   173,435    $  139,816
                                                                   ==========    ===========    ==========




    ROYALTIES                                                         2001          2000           1999
    ---------                                                      ----------    -----------    ----------
                                                                                       
    Round Mountain (50%)........................................   $    6,880    $     5,585    $    5,021
    McCoy/Cove..................................................          213          1,228           644
    Kettle River................................................          504          1,221         1,532
                                                                   ----------    -----------    ----------
    Total royalties per financial statements....................   $    7,597    $     8,034    $    7,197
                                                                   ==========    ===========    ==========


                                      F-108




    DEPRECIATION AND AMORTIZATION                                     2001          2000           1999
    -----------------------------                                  ----------    -----------    ----------
                                                                                       
    Round Mountain (50%)........................................   $   20,570    $    18,978    $   17,704
    McCoy/Cove..................................................       12,638         21,539        22,743
    Lupin.......................................................        5,226          4,874         5,381
    Kettle River................................................        2,011          2,637         6,141
    Depreciation of non-minesite assets.........................        1,656          2,636         2,972
                                                                   ----------    -----------    ----------
    Total depreciation and amortization per financial
      statements................................................   $   42,101    $    50,664    $   54,941
                                                                   ==========    ===========    ==========




    TOTAL ASSETS                                                      2001          2000
    ------------                                                   ----------    -----------
                                                                                       
    Minesites:
      Round Mountain (50%)......................................   $  110,864    $   121,592
      McCoy/Cove................................................       21,256         42,354
      Lupin.....................................................       31,199         34,860
      Kettle River..............................................        5,351         10,101
    Development properties:
      Aquarius..................................................       44,048         48,437
    Non-minesite assets.........................................       48,086         56,264
                                                                   ----------    -----------
    Total assets................................................   $  260,804    $   313,608
                                                                   ==========    ===========




    CAPITAL EXPENDITURES                                              2001          2000           1999
    --------------------                                           ----------    -----------    ----------
                                                                                       
    Round Mountain (50%)........................................   $   15,033    $     4,620    $    7,669
    McCoy/Cove..................................................        1,002            670         1,147
    Lupin.......................................................        2,622          4,642            11
    Kettle River................................................        4,150          1,402           467
                                                                   ----------    -----------    ----------




    DEFERRED (APPLIED) MINING EXPENDITURES                            2001          2000           1999
    --------------------------------------                         ----------    -----------    ----------
                                                                                       
    Round Mountain (50%)........................................   $   (5,323)   $       411    $    5,058
    McCoy/Cove..................................................       (2,247)        (5,062)        9,534
    Lupin.......................................................        1,452            449            --


   Financial information regarding geographic areas is set out below.



                                                                      2001          2000           1999
                                                                   ----------    -----------    ----------
                                                                                       
    Revenue:
      Canada....................................................   $   53,160    $    44,370    $       --
      United States.............................................      184,524        236,606       210,351
                                                                   ----------    -----------    ----------
    Total revenue...............................................   $  237,684    $   280,976    $  210,351
                                                                   ==========    ===========    ==========




                                                                      2001          2000
                                                                   ----------    -----------
                                                                                       
    Assets:
      Canada....................................................   $  108,824    $   118,073
      United States.............................................      150,089        193,431
      Other.....................................................        1,891          2,104
                                                                   ----------    -----------
    Total assets................................................   $  260,804    $   313,608
                                                                   ==========    ===========


18. HEDGING ACTIVITIES AND COMMITMENTS

   The Company reduces the risk of future gold price declines by hedging a
   portion of its production. The principal hedging tools used are gold forward
   sales contracts and options.

   The Company assesses the exposure that may result from a hedging transaction
   prior to entering into the commitment, and only enters into transactions
   which it believes accurately hedge the underlying risk and could be safely
   held to maturity. The Company does not engage in the practice of trading
   derivative securities for profit. The Company regularly reviews its
   unrealized gains and losses on hedging transactions.

   The credit risk exposure related to all hedging activities is limited to the
   unrealized gains on outstanding contracts based on current market prices. To
   reduce counterparty credit exposure, the Company deals only with large,
   credit-worthy financial institutions and limits credit exposure to each. The
   counterparties for the Company's current hedge positions do not require
   margin deposits. In addition, the Company deals only in markets it considers
   highly liquid to allow for situations where positions may need to be
   reversed.

                                      F-109


   Gains and losses on the early termination or other restructuring of gold,
   silver and foreign currency hedging contracts are deferred until the formerly
   hedged items are recognized in earnings (notes 4 and 6).

   Premiums paid or received on gold and silver options contracts purchased or
   sold are deferred and recognized in earnings on the option expiration dates
   (notes 4 and 6).

    GOLD COMMITMENTS

   At December 31, 2001, the Company has commitments to deliver 60,000 ounces of
   gold at a minimum price of $293 per ounce. The Company's option position at
   December 31, 2001 included 120,000 ounces of gold call options sold at an
   average strike price of $297 per ounce.

   Forward Sales contracts of 60,000 ounces of gold as well as the call options
   sold of 120,000 ounces of gold represent approximately 5% of the Company's
   reserves. This amount of future hedging is reduced from 2001. In 2001, 19% of
   gold production was delivered against forward sales contracts. The reduced
   hedging position results from continued weakness in spot gold prices and low
   forward premiums resulting in lower hedge prices that can be achieved. The
   Company continues to monitor its hedging policy in light of forecasted
   production, operating and capital expenditures, exploration and development
   requirements and factors affecting gold price volatility.

    CURRENCY POSITION

   At December 31, 2001, the Company had an obligation under foreign currency
   exchange contracts to purchase C$33.3 million in 2002 at an exchange rate of
   C$1.60 to U.S.$1.00. In January 2002, the Company entered into contracts to
   purchase an additional C$33.0 million in 2002 at the same rate.

   Shown below are the carrying amounts and estimated fair values of the
   Company's other outstanding hedging instruments at December 31, 2001 and
   2000.



                                                                     DECEMBER 31, 2001         DECEMBER 31, 2000
                                                                   ----------------------    ----------------------
                                                                   CARRYING    ESTIMATED     CARRYING    ESTIMATED
                                                                    AMOUNT     FAIR VALUE     AMOUNT     FAIR VALUE
                                                                   --------    ----------    --------    ----------
                                                                                             
    Gold forward sales..........................................    $  --        $2,000      $    --       $5,700
    Silver forward sales........................................       --            --           --        1,800
    Gold options
    -- calls sold...............................................     (630)         (700)      (3,000)      (2,200)
    -- calls purchased..........................................       --            --        6,800        2,400
    Silver options
    -- puts purchased...........................................       --            --        1,200        1,400
    -- puts sold................................................       --            --       (1,300)        (400)
    -- calls purchased
    -- calls....................................................       --            --          700           --
    Foreign currency contracts..................................       --           100           --         (300)
                                                                                 ------                    ------
                                                                                 $1,400                    $8,400
                                                                                 ======                    ======


   Fair values are estimated for the contract settlement dates based on market
   quotations of various input variables. These variables are used in valuation
   models that estimate the fair market value.

   The fair value of the Company's hedged position can be affected by market
   conditions beyond the Company's control. The effect of changes in various
   market factors on the Company's outstanding hedged position at December 31,
   2001 would be as follows.



                                                                     AMOUNT         EFFECT ON
                                                                       OF        MARKET VALUE OF
                                                                     CHANGE      HEDGED POSITION
                                                                   ----------    ---------------
                                                                           
    Change in:
      Gold prices...............................................   $ 10/ounce         $900
      Canadian dollars..........................................   U.S. $0.01         $300
      Interest rates (effect on gold and silver forward sales
        and options)............................................            1%        $140


                                      F-110


   Hedging gains and losses represent the difference between spot or market
   prices and realized amounts. The hedging gains (losses) recognized in
   earnings are as follows.



                                                                    2001       2000       1999
                                                                   -------    -------    -------
                                                                                
    Revenue:
      Gold loans and swaps......................................   $   703    $ 1,289    $ 1,658
      Gold forward sales........................................    22,245     25,754     17,710
      Silver forward sales......................................     3,426      3,333      3,439
      Gold and silver options...................................      (402)      (506)     4,077
    Operating costs:
      Foreign currency contracts................................    (2,113)    (1,179)    (3,068)
                                                                   -------    -------    -------
                                                                   $23,859    $28,691    $23,816
                                                                   =======    =======    =======


19. OTHER COMMITMENTS AND CONTINGENCIES

    ROYALTIES

   Round Mountain mine production is subject to a net smelter return royalty
   ranging from 3.53% at gold prices of $320 per ounce or less to 6.35% at gold
   prices of $440 per ounce or more. Its production is also subject to a gross
   revenue royalty of 3.0%, reduced to 1.5% after $75.0 million has been paid.

   McCoy/Cove production is subject to a 2% net smelter return royalty. This
   royalty is based on sales less certain deductions.

   A portion of production from the Lamefoot area of the Kettle River mine is
   subject to a 5% net smelter return royalty. K-2 area production at Kettle
   River is subject to a 5% gross proceeds royalty and a net smelter return
   royalty ranging from 2% at gold prices of $300 per ounce or less to 3% at
   gold prices of $400 per ounce or more.

    OPERATING LEASE COMMITMENTS

   The Company's principal lease commitments are for equipment and office
   premises. The Company incurred $1.1 million in rental expense in 2001, net of
   $1.4 million in rental income related to office subleases. The Company's
   commitments under the remaining terms of the leases are approximately $6.7
   million, payable as follows: $2.0 million in 2002, $1.6 million in 2003, $1.5
   million in 2004, $1.0 million in 2005, $0.1 million in 2006 and $0.5 million
   thereafter.

    SUMMA

   In September 1992, the Summa Corporation commenced a lawsuit against Echo Bay
   Exploration Inc. and Echo Bay Management Corporation, indirect subsidiaries
   of the Company, alleging improper deductions in the calculation of royalties
   payable over several years of production at the McCoy/Cove and Manhattan
   mines. The matter was tried in the Nevada State Court in April 1997, with
   Summa claiming more than $13 million in damages, and, in September 1997,
   judgement was rendered for the Echo Bay companies. The decision was appealed
   by Summa to the Supreme Court of Nevada, which heard the matter on November
   9, 1999.

   On April 26, 2000, the Supreme Court of Nevada reversed the decision of the
   trial court and remanded the case back to the trial court for "a calculation
   of the appropriate [royalties] in a manner not inconsistent with this order."
   The case was decided by a panel comprised of three of the seven Justices of
   the Supreme Court of Nevada and the Echo Bay defendants petitioned that panel
   for a rehearing. The petition was denied by the three member panel on May 15,
   2000 and remanded to the lower court for consideration of other defenses and
   arguments put forth by the Echo Bay defendants. The Echo Bay defendants filed
   a petition for a hearing before the full Court and on December 22, 2000, the
   Court recalled its previous decision. Both the Echo Bay defendants and their
   counsel believe that grounds exist to modify or reverse the decision. The
   Company has $1.5 million accrued related to the Summa litigation. If the
   appellate reversal of the trial decision is maintained and the trial court,
   on remand, were to dismiss all the Echo Bay defenses, the royalty calculation
   at McCoy/Cove would change and additional royalties would be payable.

    HANDY AND HARMAN

   On March 29, 2000 Handy & Harman Refining Group, Inc., which operated a
   facility used by the Company for the refinement of dore bars, filed for
   protection under Chapter 11 of the U.S. Bankruptcy Code. The Company has a
   claim for gold and silver accounts at this refining facility with an
   estimated market value of approximately $2.4 million. The outcome of these
   proceedings is uncertain at this time.

    SECURITY FOR RECLAMATION

   Certain of the Company's subsidiaries have provided corporate guarantees and
   other forms of security to regulatory authorities in connection with future
   reclamation activities. Early in 2001, regulators in Nevada called upon two
   of the Company's subsidiaries to provide other security to replace corporate
   guarantees that had been given in respect of the Round Mountain and
   McCoy/Cove operations totaling approximately $33 million. The Company
   disagrees with the regulators' position and believes that the subsidiaries
   qualify under the criteria set out for corporate guarantees and will oppose
   the regulatory position. Although the outcome cannot be predicted, the
   Company and its counsel believe that the Company will prevail.

                                      F-111


20. SUBSEQUENT EVENTS

   On February 13, 2002, the Company entered into an agreement with Newmont
   Mining Corporation providing for the sale of the McCoy/Cove mine and
   facilities in exchange for $6.0 million and the assumption of all reclamation
   obligations at McCoy/Cove. The agreement is subject to the completion of due
   diligence by Newmont on or before July 31, 2002.

   On June 9, 2002, the Company entered into a new asset purchase agreement with
   an affiliate of Newmont Mining Corporation (Newmont) providing for the sale
   of the McCoy/Cove mine and facilities. The closing of the transaction is
   subject to, among other conditions, the completion of the combination of
   Kinross Gold Corporation, TVX Gold Inc. and the Company, as well as the
   purchase of Newmont Mining Corporation's 49% interest in the TVX Joint
   Venture. In consideration for the purchase of such assets, the Newmont
   affiliate has agreed to assume all liabilities and obligations relating to
   the reclamation and remediation required for the McCoy/Cove complex. The new
   agreement does not result in any cash payment to the Company and is intended
   to replace the agreement dated February 13, 2002.

   On April 3, 2002 the Company issued 361,561,230 common shares in exchange for
   the entire capital securities debt obligation of $100 million in principal
   amount plus accrued and unpaid interest. The new principal holders of common
   shares and their respective ownership positions in the Company are Newmont
   Mining Corporation of Canada Limited (48.8%) and Kinross Gold Corporation
   (11.4%). As a result of eliminating the capital securities, the Company will
   record in the second quarter an increase to common shares of $303.7 million,
   based on the market value of common shares at the date of issue. The market
   value of the common shares issued exceeded the book value of the capital
   securities (note 7) by $134.8 million. This difference along with share issue
   costs of $3.0 million will be recorded proportionately between interest
   expense ($5.5 million) and deficit ($132.3 million) in the second quarter of
   2002 based on the debt and equity classifications of the capital securities.
   Under U.S. GAAP, the entire loss of $137.8 million would be recorded as an
   extraordinary item.

   On May 17 and 24, 2002 the Company sold a total of 39,100,000 units, each
   unit consisting of one common share and one common share purchase warrant for
   total gross proceeds of $27.4 million. Each warrant entitles the holder to
   purchase one common share at an exercise price of $0.90 per share at any time
   on or prior to November 14, 2003.

   On May 28, 2002, the $17 million revolving bank debt was repaid.

                                      F-112


                                                                       EXHIBIT A

                             COMBINATION AGREEMENT

                            KINROSS GOLD CORPORATION

                                      AND

                                 TVX GOLD INC.

                                      AND

                              ECHO BAY MINES LTD.

                               ------------------

                                 JUNE 10, 2002
                               ------------------

                                        1


                             COMBINATION AGREEMENT

     THIS COMBINATION AGREEMENT made as of the 10th day of June, 2002,

AMONG:

     KINROSS GOLD CORPORATION, a corporation governed by the Business
     Corporations Act (Ontario) (hereinafter called "Kinross")

                                      and

     TVX GOLD INC., a corporation governed by the Canada Business Corporations
     Act (hereinafter called "TVX")

                                      and

     ECHO BAY MINES LTD., a corporation governed by the Canada Business
     Corporations Act (hereinafter called "Echo Bay")

     WHEREAS Kinross, TVX and Echo Bay wish to combine their respective
businesses and acquire the Newmont TVX NA Joint Venture Interest now owned
indirectly by Newmont Mining Corporation ("Newmont");

     AND WHEREAS the Parties hereto intend to cause (i) the amalgamation of
Kinross Subco and TVX in which Kinross will issue common shares of Kinross to
the holders of the common shares of TVX, and (ii) the exchange of the common
shares of Echo Bay for common shares of Kinross, in each case pursuant to the
Arrangement and as a consequence of which the outstanding options and warrants
to purchase common shares of TVX and Echo Bay will, respectively be deemed to be
options and be replaced by warrants to purchase common shares of Kinross;

     AND WHEREAS it is intended that, immediately before the completion of the
Arrangement, the Newmont TVX NA Joint Venture Interest will be acquired pursuant
to the terms of agreements existing between TVX and Newmont or their respective
subsidiaries;

     AND WHEREAS the Parties hereto have entered into this Agreement to provide
for the matters referred to in the foregoing recitals and for other matters
relating to the Combination;

     NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
covenants and agreements herein contained and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged),
the Parties hereto do hereby covenant and agree as set forth below.

                                        2


                                   ARTICLE 1
                                 INTERPRETATION

1.1 DEFINITIONS

     In this Agreement, including the recitals and Schedules hereto, unless the
context otherwise requires:

     "ACQUISITION PROPOSAL" means (i) any proposal or offer for a merger,
amalgamation, reorganization, recapitalization or other business combination
involving a Party or a Material Subsidiary or a Material Joint Venture Interest
of a Party, (ii) any proposal or offer to acquire in any manner, directly or
indirectly, assets which individually or in the aggregate exceed 10% of the
consolidated assets of a Party, (iii) any proposal or offer to acquire in any
manner, directly or indirectly, any shares or securities convertible,
exercisable or exchangeable for securities which exceed 10% of the outstanding
voting securities of a Party, or (iv) any sale of treasury shares, or securities
convertible, exercisable or exchangeable for treasury shares, which exceed 10%
of the outstanding voting securities of the Party or rights or interests therein
or thereto, excluding the Pre-Combination Steps, the Purchase and the
Arrangement and the transactions permitted pursuant to Section 4.3;

     "AGREEMENT" means this agreement together with the Schedules hereto;

     "AMALCO" means the corporation resulting from the amalgamation of Kinross
Subco and TVX as a part of the Arrangement;

     "AMALCO COMMON SHARES" means the common shares in the capital of Amalco;

     "ANNOUNCEMENT PRESS RELEASE" means a joint press release issued by the
Parties and substantially in the form of Schedule 2.1 hereto;

     "ARRANGEMENT" means the arrangement involving Kinross, Kinross Subco, TVX
and Echo Bay under the provisions of the CBCA on the terms and conditions set
forth in the Plan of Arrangement resulting, inter alia, in the issuance of
Kinross Shares to the holders of record immediately prior to the Effective Date
of the TVX Common Shares and of the Echo Bay Common Shares;

     "ARTICLES OF AMENDMENT" means the articles of amendment of Kinross
effecting the Kinross Share Consolidation;

     "ARTICLES OF ARRANGEMENT" means the articles of arrangement in respect of
Kinross Subco, TVX and Echo Bay;

     "BEECH LOCK-UP AGREEMENT" means the agreement between Beech LLC and TVX
dated the date hereof and providing, inter alia, that Beech LLC will vote the
TVX Common Shares held by it in favour of the participation by TVX in the
Arrangement;

     "BENEFIT PLAN" means, in respect of a Party, any benefit, employment,
personal services, consulting, compensation, incentive, bonus, stock option,
restricted stock, stock appreciation right, phantom equity, change in control,
severance, termination pay, vacation, holiday pay, overtime, time-off,
perquisite or other similar agreement, plan, policy or arrangement covering one
or more current or former employees of the specified Party and each of its
Subsidiaries, other than unionized employees;

     "BOARD OF DIRECTORS", in respect of a Party, means the board of directors
of the specified Party;

     "BUSINESS DAY" means any day, other than Saturday or Sunday or a day that
is a statutory or civic holiday in the place where an action is to be taken;

     "CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as
amended, and the regulations thereunder;

     "CANADIAN PROVINCIAL AUTHORITIES" means the Canadian provincial securities
commissions;

     "CHANGE OF CONTROL PROPOSAL" means (i) any proposal or offer for a merger,
amalgamation, reorganization, recapitalization or other business combination
involving a Party or a Material Subsidiary or a Material Joint Venture Interest
of a Party, (ii) any proposal or offer to acquire in any manner, directly or
indirectly, assets which individually or in the aggregate exceed 50% of the
consolidated assets of a Party, (iii) any proposal or offer to acquire in any
manner, directly or indirectly, any shares or securities convertible,
exercisable or exchangeable for securities which

                                        3


exceed 50% of the outstanding voting securities of the Party, or (iv) any sale
of treasury shares, or securities convertible, exercisable or exchangeable for
treasury shares, which exceed 50% of the outstanding voting securities of the
Party or rights or interests therein or thereto, excluding the Pre-Combination
Steps, the Purchase and the Arrangement and the transactions permitted pursuant
to Section 4.3;

     "COMBINATION" means the Purchase and the Arrangement;

     "COMPETITION ACT" means the Competition Act (Canada), R.S.C. 1985, c. C-34,
as amended, and the regulations thereunder;

     "CONFIDENTIALITY AGREEMENT" means the Confidentiality and Standstill
Agreement initially dated as of May 14, 2002 entered into among Kinross, TVX and
Newmont together with the counterpart thereof dated as of May 21, 2002 executed
by Echo Bay, relating to the transactions contemplated by this Agreement;

     "COURT" means the Superior Court of Ontario;

     "ECHO BAY COMMON SHARES" means the common shares in the capital of Echo
Bay;

     "ECHO BAY MEETING" means the special meeting of the holders of the Echo Bay
Common Shares called for the purpose of considering and, if thought fit,
approving the Arrangement;

     "EFFECTIVE DATE" means the date, determined in accordance with Section 2.2,
on which the Combination is to be effected;

     "FINAL ORDER" means the order of the Court sanctioning the Arrangement, as
such order may be amended at any time prior to the Effective Date or, if
appealed, then unless such appeal is withdrawn or denied, as affirmed;

     "FINAL TERMINATION DATE" means December 31, 2002;

     "GAAP" means Canadian generally accepted accounting principles as
contemplated by the Handbook of the Canadian Institute of Chartered Accountants,
applied on a consistent basis;

     "GOVERNMENTAL ENTITY" means (a) any multinational, federal, provincial,
state, regional, municipal, local or other government, governmental or public
department, central bank, court, tribunal, arbitral body, commission, stock
exchange, self-regulated securities market, board, bureau or agency, whether
domestic or foreign, (b) any subdivision, agent, commission, board or authority
of any of the foregoing or (c) any quasi-governmental or private body exercising
any regulatory, expropriation or taxing authority under or for the account of
any of the foregoing;

     "HSR ACT" means the United States Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended;

     "INITIAL TERMINATION DATE" means November 30, 2002;

     "INTERIM ORDER" means the order of the Court containing declarations and
directions with respect to the Arrangement;

     "JOINT INFORMATION CIRCULAR" means the management information circular
prepared by each of Kinross, TVX and Echo Bay for the Meetings;

     "KINROSS COMMON SHARES" means the common shares in the capital of Kinross
prior to the Kinross Share Consolidation;

     "KINROSS FINANCING" means the public offering of Kinross Common Shares or
other securities for aggregate proceeds of not more than U.S.$250,000,000 which
Kinross intends to proceed with as soon as possible after the date hereof;

     "KINROSS LOCK-UP AGREEMENT" means the agreement between Kinross and Echo
Bay dated the date hereof and providing, inter alia, that Kinross will continue
to hold the Echo Bay Common Shares held by it until the conclusion of the Echo
Bay Meeting and that it will vote such shares in favour of the participation by
Echo Bay in the Arrangement;

     "KINROSS MEETING" means the special meeting of the holders of the Kinross
Common Shares called for the purpose of considering and, if thought fit,
approving the Kinross Share Consolidation, approving the Kinross Share Issuance
(if such approval is required under any applicable Laws) and electing directors
of Kinross;

                                        4


     "KINROSS PLACER JOINT VENTURE" means the joint venture to be entered into
between Kinross and a wholly-owned Subsidiary of Placer Dome Inc. concerning
certain gold mining operations in the Porcupine district in Ontario;

     "KINROSS SHARE CONSOLIDATION" means the consolidation of the Kinross Common
Shares on a one-for-three basis;

     "KINROSS SHARE ISSUANCE" means the issue of Kinross Shares pursuant to (a)
the Arrangement, (b) the exercise of any options that were granted prior to the
Effective Date under the stock option plans of TVX and Echo Bay on the basis set
out in Section 4.11 and (c) the exercise of any warrants that were granted prior
to the Effective Date under the Warrant Indenture as set out in Section
4.9(2)(c);

     "KINROSS SHARES" means the common shares in the capital of Kinross
immediately after the filing of Articles of Amendment, if any, approved at the
Kinross Meeting giving effect to the Kinross Share Consolidation or, in the
absence of such filing, means the Kinross Common Shares;

     "KINROSS SUBCO" means 5082389 Canada Inc., a corporation incorporated under
the CBCA, which is a wholly-owned Subsidiary of Kinross;

     "LAWS" means all laws, by-laws, rules, regulations, orders, ordinances,
protocols, codes, guidelines, policies, notices, directions and judgements or
other requirements of any Governmental Entity;

     "MATERIAL" means, where used in relation to the affairs of one of the
Parties, a fact, asset, liability, transaction or circumstance concerning the
business, operations, capital or financial condition of such Party and its
Subsidiaries and Material Joint Venture Interests, taken as a whole, that would
reasonably be considered to be important to a reasonable investor in making an
investment decision with respect to such Party (the Parties agreeing that any
matter or thing, or series of related matters or things, involving an aggregate
amount of U.S.$10,000,000 would be important to such an investor) or that would
significantly impede the ability of that Party to complete the Combination in
accordance with this Agreement;

     "MATERIAL ADVERSE CHANGE" or "MATERIAL ADVERSE EFFECT" means, where used in
respect of any Party, any change, effect, event, occurrence or state of facts
that is, or would reasonably be expected to be, Material and adverse to the
business, operations, capital or financial condition of such Party and its
Subsidiaries and Material Joint Venture Interests, taken as a whole, other than
any change, effect, event or occurrence: (a) relating to the global economy or
securities markets in general; (b) affecting the worldwide gold mining industry
in general and which does not have a materially disproportionate effect on such
Party and its Subsidiaries and Material Joint Venture Interests, taken as a
whole; (c) resulting from changes in the price of gold; (d) relating to the rate
at which Canadian dollars can be exchanged for United States dollars; or (e)
which is a change in the trading price of the publicly traded securities of a
Party immediately following and reasonably attributable to the disclosure of the
Combination, this Agreement and the matters contemplated hereby, including the
Kinross Financing;

     "MATERIAL JOINT VENTURE INTEREST" means: (a) in respect of Kinross, the
Refugio project in Chile; (b) in respect of TVX, the interest currently held by
TVX in the TVX NA Joint Venture and the co-ownership interests and joint
ventures included therein; and (c) in respect of Echo Bay, none;

     "MATERIAL SUBSIDIARY" in respect of a Party, means a Subsidiary of that
Party the total assets of which constituted more than 10% of the consolidated
assets of that Party or the total revenues of which constituted more than 10% of
the consolidated revenues of that Party, in each case as set out either in the
audited annual consolidated financial statements of that Party as at and for the
year ended December 31, 2001 or in the unaudited quarterly consolidated
financial statements of that Party as at and for the three months ended March
31, 2002;

     "MCCOY/COVE COMPLEX" means the mine and ancillary facilities indirectly
owned by Echo Bay located 30 miles southwest of Battle Mountain, Nevada, U.S.A.;

     "MCCOY/COVE PURCHASE AGREEMENT" means the agreement entered into between
Echo Bay and Newmont providing for the purchase by Newmont from Echo Bay of the
McCoy/Cove Complex;

     "MEETINGS" means the Kinross Meeting, the TVX Meeting and the Echo Bay
Meeting, and "MEETING" means any of them;

     "NEWMONT" has the meaning attributed thereto in the recitals;

                                        5


     "NEWMONT LOCK-UP AGREEMENT" means the agreement between Newmont and Echo
Bay dated the date hereof and providing, inter alia, that Newmont will continue
to hold the Echo Bay Common Shares held by it until the conclusion of the Echo
Bay Meeting and that it will vote such shares in favour of the participation by
Echo Bay in the Arrangement;

     "NEWMONT TVX NA JOINT VENTURE INTEREST" means the indirect interest of
Newmont in the TVX NA Joint Venture, comprising 52,213,000 common shares in the
capital of TVX Newmont Americas (Canada) Inc. held by Newmont Americas Holdings
Limited and 93,943,500 voting preferred shares and 41,239,500 newinco preferred
shares in the capital of TVX Newmont Americas (Cayman) Inc. held by Normandy
Cayman Holdco Inc.;

     "PARTIES" means Kinross, TVX and Echo Bay and "PARTY" means any one of
them;

     "PERSON" includes an individual, partnership, association, body corporate,
trust, trustee, executor, administrator, legal representative or government,
including any Governmental Entity;

     "PLAN OF ARRANGEMENT" means the Plan of Arrangement involving Kinross,
Kinross Subco, TVX and Echo Bay;

     "PRE-COMBINATION STEPS" means the steps set out herein which are to be
undertaken by the Parties and their Subsidiaries in advance of the Combination
to give effect thereto and to the other matters set out in this Agreement and
such other steps as are approved by the Parties in writing;

     "PUBLIC DISCLOSURE DOCUMENTS" means, with respect to a Party, all publicly
available forms, reports, schedules, statements and other documents filed by a
Party with the SEC or the Canadian Provincial Authorities;

     "PURCHASE" means the purchase of the Newmont TVX NA Joint Venture Interest
in exchange for consideration consisting of the payment of U.S.$180,000,000;

     "REGULATORY APPROVAL" means any approval, consent, waiver, permit, order or
exemption from any Governmental Entity having jurisdiction or authority over any
Party or any Material Subsidiary or Material Joint Venture Interest of any Party
which is required, necessary or advisable to be obtained in order to permit the
Combination to be effected, and "REGULATORY APPROVALS" means all such approvals,
consents, waivers, permits, orders and exemptions;

     "SEC" means the United States Securities and Exchange Commission;

     "SUBSIDIARY" means, with respect to a specified body corporate, any body
corporate of which securities carrying more than 50% of the votes that may be
cast to elect directors are at the relevant time owned directly or indirectly by
such specified body corporate and the voting rights carried by such securities
are sufficient, if exercised, to elect a majority of the directors thereof, and
shall include any body corporate, partnership, joint venture or other entity
over which such specified body corporate exercises direction or control or which
is in like relation to a subsidiary; provided, however, in the case of TVX,
"Subsidiary" shall not include the interest of TVX in bodies corporate which
comprise the TVX NA Joint Venture;

     "SUPERIOR PROPOSAL" has the meaning ascribed thereto by Section 4.4(1);

     "TAXES" means all taxes, however denominated, including any interest,
penalties or other additions that may become payable in respect thereof, imposed
by any Governmental Entity, which taxes shall include, without limiting the
generality of the foregoing, all income or profits taxes (including, but not
limited to, federal income taxes and provincial income taxes), capital taxes,
payroll and employee withholding taxes, employment insurance, social insurance
taxes (including Canada Pension Plan payments), sales and use taxes, goods and
services taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts
taxes, business license taxes, occupation taxes, real and personal property
taxes, stamp taxes, environmental taxes, transfer taxes, workers' compensation,
pension assessment and other governmental charges, royalties, lease and
licensing fees paid to a Governmental Entity, and other obligations of the same
or of a similar nature to any of the foregoing, which a Party or any of its
Subsidiaries is required to pay, withhold or collect;

     "TVX COMMON SHARES" means the common shares in the capital of TVX or if the
TVX Share Consolidation is effected after the date hereof, such shares as
consolidated;

     "TVX MEETING" means the special meeting of the holders of the TVX Common
Shares called for the purpose of considering and, if thought fit, approving the
Arrangement;

                                        6


     "TVX NA JOINT VENTURE AGREEMENTS" means the several agreements dated June
11, 1999 among TVX, Normandy Mining Limited, Normandy Americas Holdings Limited,
TVX Normandy Americas (Canada) Inc., TVX Cayman Inc., Normandy Cayman Holdco
Inc. and TVX Normandy Americas (Cayman) Inc., among others, dealing with, inter
alia, the holding and disposition of the Newmont TVX NA Joint Venture Interest;

     "TVX NA JOINT VENTURE" means the business venture formed by TVX and certain
Subsidiaries of Newmont, pursuant to the TVX NA Joint Venture Agreements, to
explore, develop and operate gold properties in North America and South America;

     "TVX NA PURCHASE AGREEMENT" means the agreement or agreements dated the
date hereof pursuant to which Newmont or one or more of its Subsidiaries and TVX
or a Subsidiary of TVX will effect the Purchase;

     "TVX SHARE CONSOLIDATION" means the consolidation of TVX Common Shares on a
one-for-ten basis which was approved by the shareholders of TVX at its most
recent annual and special meeting of shareholders held on May 16, 2002;

     "WARRANT INDENTURE" means the Warrant Indenture dated May 9, 2002 between
Echo Bay and Computershare Trust Company of Canada providing for the issue of
39,100,000 Echo Bay share purchase warrants; and

     "U.S. TAX CODE" means the United States Internal Revenue Code of 1986, as
amended.

1.2 INTERPRETATION NOT AFFECTED BY HEADINGS

     The division of this Agreement into Articles, Sections, subsections,
paragraphs and Schedules and the insertion of headings are for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Agreement.

1.3 ARTICLE REFERENCES

     Unless the contrary intention appears, references in this Agreement to an
Article, Section, subsection, paragraph or Schedule by number or letter or both
refer to the Article, Section, subsection, paragraph or Schedule, respectively,
bearing that designation in this Agreement.

1.4 NUMBER AND GENDER

     In this Agreement, unless the contrary intention appears, words importing
the singular number only shall include the plural and vice-versa, and words
importing the use of any gender shall include all genders.

1.5 DATE FOR ANY ACTION

     If the date on which any action is required to be taken hereunder by any of
the Parties is not a Business Day in the place where the action is required to
be taken, such action shall be required to be taken on the next day which is a
Business Day in such place.

1.6 CURRENCY

     Unless otherwise stated, all references in this Agreement to sums of money
are expressed in lawful money of Canada.

1.7 SCHEDULES

     The Schedules annexed to this Agreement, being:


                 
    Schedule 2.1  --   Announcement Press Release
    Schedule 4.1  --   Kinross Board of Directors and Chief Executive Officer


respectively, are incorporated by reference into this Agreement and form part
hereof.

                                        7


1.8 ACCOUNTING MATTERS

     Unless otherwise stated, all accounting terms used in this Agreement shall
have the meanings attributable thereto under GAAP and all determinations of an
accounting nature required to be made shall be made in a manner consistent with
GAAP.

1.9 DISCLOSURE

     Where in this Agreement reference is made to disclosure made by a Party,
the reference shall refer and be construed to refer solely to (i) disclosure in
the Party's Public Disclosure Documents or (ii) disclosure made in writing by
the Party to the other Parties, in either case on or prior to the date hereof.

1.10 KNOWLEDGE

     In this Agreement, references to "the knowledge of" and similar references
mean the actual knowledge of any of the directors and senior executive officers
of a Party, after reasonable inquiry, and such directors and senior executive
officers shall make such inquiry as is reasonable in the circumstances, except
that in respect of the Material Joint Venture Interests of such Party,
references to "the knowledge of" and similar references mean the actual
knowledge of any of the directors and senior executive officers of such Party
without inquiry of the other participants in, or of those members of the
management or employees who are unrelated to such Party of, any Material Joint
Venture Interest.

                                   ARTICLE 2
                                THE COMBINATION

2.1 THE COMBINATION

     In order to implement the Combination:

     (a)   the Purchase shall be completed;

     (b)   each of Kinross, TVX and Echo Bay shall take all necessary steps,
           including those set out in Section 4.8, in order to enable it to
           participate in and effect the Combination;

     (c)   each of Kinross, TVX and Echo Bay shall take all necessary action to
           call and hold its Meeting to consider and, if thought appropriate,
           approve its participation in the Combination; and

     (d)   if the Kinross Share Issuance and the Arrangement receive the
           necessary shareholder approvals:

        (i)   Kinross shall cause Kinross Subco to amalgamate with TVX to form
              Amalco, as a result of which holders of TVX Common Shares will
              receive 0.2167 Kinross Shares for each TVX Common Share held (or
              0.65 Kinross Common Shares, if the Kinross Share Consolidation is
              not approved), and Kinross as the sole shareholder of Kinross
              Subco will receive Amalco Common Shares in exchange for shares of
              Kinross Subco, on a one-for-one basis; provided that in the event
              that the TVX Share Consolidation is effected after the date
              hereof, the number of Kinross Shares (or Kinross Common Shares if
              the Kinross Share Consolidation is not approved) to be issued to
              holders of TVX Common Shares pursuant to the Arrangement shall be
              adjusted accordingly; and

        (ii)   upon the completion of step (i), Echo Bay and Kinross will effect
               a share exchange, as a result of which holders of Echo Bay Common
               Shares will receive 0.1733 Kinross Shares for each Echo Bay
               Common Share held (or 0.52 Kinross Common Shares, if the Kinross
               Share Consolidation is not approved).

2.2 EFFECTIVE DATE

     The Combination shall be effected on the first Business Day following
fulfillment or waiver of the conditions set forth in Article 5 (or such other
Business Day as soon as practicable thereafter as the Parties may otherwise
agree) (the "Effective Date"). On the Effective Date, the Parties shall take the
following steps in the order specified:

     (a)   the Purchase shall be completed;

                                        8


     (b)   Kinross shall file the Articles of Amendment with the Director under
           the Business Corporations Act (Ontario) to give effect to the Kinross
           Share Consolidation, if the Kinross Share Consolidation has been
           approved;

     (c)   Kinross shall cause Kinross Subco to file the Articles of Arrangement
           with the Director under the CBCA to give effect to the Arrangement;
           and

     (d)   the resolution of the shareholders of Kinross electing a new Board of
           Directors shall be come effective.

                                   ARTICLE 3
                 REPRESENTATIONS AND WARRANTIES OF THE PARTIES

3.1 REPRESENTATIONS AS TO BOARD APPROVALS

     Each Party represents and warrants to the other Parties that:

     (a)   the special committee or independent committee, if any, formed by the
           Board of Directors of such Party to consider the participation by
           such Party in the Combination has recommended that such Board of
           Directors approve such participation in the Combination on the basis
           contemplated herein and has further recommended that such Board of
           Directors recommend to the shareholders of such Party that they
           approve its participation in the Combination on such basis;

     (b)   its Board of Directors has determined that:

        (i)   the Combination is fair to its shareholders and is in the best
              interests of such Party; and

        (ii)   it will recommend to the shareholders of such Party that they
               should vote in favour of the Arrangement or, in the case of
               Kinross, the Kinross Share Issuance (if such approval is required
               under applicable Laws), the Kinross Share Consolidation and the
               election as directors of Kinross of the persons set out in
               Schedule 4.1; and

     (c)   in the case of each of TVX and Echo Bay, its special committee or
           Board of Directors has received an opinion from its financial advisor
           that as of the date of the opinion, the exchange ratio prescribed
           herein is fair to the shareholders of such Party from a financial
           point of view.

3.2 REPRESENTATION OF KINROSS AND ECHO BAY

     Each of Kinross and Echo Bay represents and warrants to the other Parties
that the Kinross Lock-Up Agreement, a true copy of which has been delivered to
each other Party, is in full force and effect as regards Kinross and Echo Bay,
respectively, unamended.

3.3 REPRESENTATIONS OF ECHO BAY

     Echo Bay represents and warrants to the other Parties that:

     (a)   the Newmont Lock-Up Agreement, a true copy of which has been
           delivered to each other Party, is in full force and effect as regards
           Echo Bay, unamended; and

     (b)   the McCoy/Cove Purchase Agreement, a true copy of which has been
           delivered to each other Party, is in full force and effect as regards
           Echo Bay, unamended.

3.4 REPRESENTATIONS OF TVX

     TVX represents and warrants to the other Parties that:

     (a)   the Beech Lock-Up Agreement, a true copy of which has been delivered
           to each other Party, is in full force and effect as regards TVX,
           unamended; and

     (b)   TVX and Newmont (or Subsidiaries thereof) have entered into the TVX
           NA Purchase Agreement, a true copy of which has been delivered to
           each other Party, and such agreement is in full force and effect as
           regards TVX, unamended.

                                        9


3.5 GENERAL REPRESENTATIONS OF THE PARTIES

(1)  Each of the Parties hereby represents and warrants to the other Parties
     that except as disclosed to the other Parties:

     (a)   it has filed with the Canadian Provincial Authorities and the SEC all
           forms, reports, schedules, statements and other documents required to
           be filed by it since December 31, 2000;

     (b)   since December 31, 2000, its Public Disclosure Documents at the time
           filed, except to the extent that such statements have been modified
           or superseded by a later Public Disclosure Document, (i) did not
           contain any misrepresentation, as defined under applicable securities
           Laws and (ii) complied in all material respects with the requirements
           of applicable securities Laws;

     (c)   none of the information supplied or to be supplied by the Party for
           inclusion or incorporation by reference in the Joint Information
           Circular will, at the date the Joint Information Circular is mailed
           to shareholders of Kinross, TVX and Echo Bay, contain any
           misrepresentation, as defined under applicable securities Laws, with
           respect to such Party;

     (d)   it has not filed any confidential material change report since
           December 31, 2000, which remains confidential;

     (e)   the Party has the corporate power and authority to enter into this
           Agreement and to execute, deliver and perform its obligations under
           this Agreement and this Agreement has been duly authorized, executed
           and delivered by the Party and constitutes a legal, valid and binding
           obligation of the Party enforceable against the Party in accordance
           with its terms, subject to bankruptcy, insolvency and other Laws
           affecting the rights of creditors generally, the equitable power of
           the courts to stay proceedings before them and the execution of
           judgements and the qualifications that (i) equitable remedies such as
           specific performance and injunction may be granted only in the
           discretion of a court of competent jurisdiction, and (ii) rights to
           indemnity and contribution may be limited by applicable Law;

     (f)   the execution and delivery of this Agreement, the consummation by the
           Party of the transactions contemplated in this Agreement and
           compliance by the Party with the terms of this Agreement do not and
           will not result in any violation of the charter or by-laws or similar
           documents of the Party or any Subsidiary or Material Joint Venture
           Interest or give rise to a right to terminate or accelerate the due
           date of any payment due under, or conflict with, violate or result in
           the breach of any term or provision of or constitute a default (or
           any event which with notice, or lapse of time, or both, would
           constitute a default) under, or require consent, approval,
           authorization, order or waiver under, or result in the execution or
           imposition of any lien, charge or encumbrance upon any properties or
           assets of the Party or any of its Subsidiaries or Material Joint
           Venture Interests under:

        (i)   any indenture, mortgage, loan agreement, trust deed, note or other
              agreement or instrument to which the Party or any Subsidiary or
              Material Joint Venture Interest is a party or by which the Party
              or any Subsidiary or Material Joint Venture Interest or any of
              their respective properties or businesses is bound or affected, or
              any franchise, license or permit,

        (ii)   any existing applicable Canadian federal statute or regulation or
               any statute or regulation of any jurisdiction in which the Party
               or any Subsidiary or Material Joint Venture Interest carry on
               business,

        (iii)  any judgement, order or decree of any Government Entity having
               jurisdiction over the Party or any Subsidiary or Material Joint
               Venture Interest or any of their properties or assets, or

        (iv)  any statute, rule, or regulation applicable to the Party or any
              Subsidiary or Material Joint Venture Interest,

       except any consent, approval, permit, authorization, order or filing
       which shall have been obtained before the Effective Date and other than
       any such conflicts, violations, defaults, rights or liens that
       individually or in the aggregate have not had and would not reasonably be
       expected to have a Material Adverse Effect;

     (g)   neither the Party nor any Subsidiary or Material Joint Venture
           Interest is in violation of any term or provision of its charter or
           by-laws or any agreement, franchise, licence, permit, approval,
           consent, judgement, decree, order, statute, rule or regulation, where
           the consequences of such violation would have a

                                        10


        Material Adverse Effect on the assets, properties, business, results of
        operations, prospects or condition, financial or otherwise, of the Party
        and its Subsidiaries and Material Joint Venture Interest, taken as a
        whole; and

     (h)   the consolidated financial statements of the Party (including the
           notes thereto) included in its Public Disclosure Documents under the
           requirements of applicable securities Laws present fairly its
           consolidated financial position, its consolidated results of
           operations and cash flows and surplus and the other information
           purported to be shown therein at the respective dates and for the
           respective periods to which they apply; such financial statements
           have been prepared in conformity with GAAP or United States generally
           accepted accounting principles (except, in the case of unaudited
           statements, as permitted by Canadian Provincial Authorities and the
           SEC), as applicable, consistently applied throughout the periods
           involved (except as may be indicated in the notes thereto), and all
           adjustments necessary for a fair presentation of the results for such
           periods have been made (subject, in the case of unaudited statements,
           to normal year-end audit adjustments).

(2)  Each of the Parties hereby represents and warrants to the other Parties
     that neither the Party nor any Subsidiary has taken or agreed to take any
     action or knows of any fact, agreement, plan or other circumstance that is
     reasonably likely to prevent the share exchange effected by the Parties
     pursuant to the Arrangement from qualifying for U.S. Federal income tax
     purposes as a reorganization within the meaning of Section 368(a) of the
     U.S. Tax Code.

(3)  Kinross represents and warrants to the other Parties that it is not a
     "non-Canadian" within the meaning of the Investment Canada Act (Canada) and
     that no application for review and no notification under the Investment
     Canada Act (Canada) is required in connection with the Combination.

(4)  Each of the Parties acknowledges that each of the other Parties is relying
     upon the representations and warranties of such Party in this Agreement in
     connection with entering into this Agreement and participating in the
     Combination.

(5)  Each of TVX and Echo Bay acknowledges that the prospectus to be prepared
     and filed with securities regulatory authorities in connection with the
     Kinross Financing is required to include certain information about each of
     TVX and Echo Bay and that this information will be derived from, or
     included in the prospectus by incorporation by reference of, certain Public
     Disclosure Documents of those Parties. Each of TVX and Echo Bay
     acknowledges that Kinross is relying upon the representation and warranty
     of each of TVX and Echo Bay in subsection (1) in connection with the
     disclosure made or incorporated into the prospectus concerning each of TVX
     and Echo Bay. Each of the Parties acknowledges that its legal counsel may
     be requested to provide the underwriters of the Kinross Financing with
     comfort that the prospectus prepared in connection with the Kinross
     Financing does not offend the prohibition in Rule 10b-5 of the United
     States Securities Exchange Act of 1934, as amended.

3.6 INVESTIGATION

     Any investigation by a Party and its advisors shall not mitigate, diminish
or affect the representations and warranties given to such Party by the other
Parties pursuant to this Agreement.

3.7 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

     The representations and warranties of each of the Parties contained in this
Agreement shall not survive the completion of the Combination and shall expire
and be terminated and extinguished at the Effective Date.

                                   ARTICLE 4
                                   COVENANTS

4.1 KINROSS BOARD OF DIRECTORS AND CHIEF EXECUTIVE OFFER

     The Parties agree that it is their intention that the Chairman and the
other members of the Board of Directors, and the Chief Executive Officer, of
Kinross as of and immediately after the Effective Date shall be the individuals
named in Schedule 4.1. Kinross covenants and agrees that at the Kinross Meeting
the holders of the Kinross Common Shares will be requested to consider and, if
thought fit, to elect as directors of Kinross the individuals named in Schedule
4.1 to hold office from and after the Effective Date until their successors have
been duly elected or appointed.

                                        11


4.2 CONSULTATION

     Subject to Section 4.8(c), the Parties agree to consult with each other
before issuing any press release or otherwise making any public statement with
respect to this Agreement or the Combination and in making any filings with any
Governmental Entity, including any filing with any securities administrator or
stock exchange with respect thereto. Each Party shall use reasonable commercial
efforts to provide the other Parties with an opportunity to review and comment
on all such press releases and filings prior to the release thereof.

4.3 MUTUAL COVENANTS

     Each of the Parties covenants and agrees, to the extent it is within its
control (including, without limitation, in respect of any of its Material Joint
Venture Interests in each case only to the extent that such Party has the power
to do so with respect to each such Material Joint Venture Interest), that,
except (i) as disclosed by the Party, or (ii) with the prior written consent of
the other Parties, which consent shall not be unreasonably withheld, or (iii) as
contemplated in this Agreement or the Combination or in connection with
effecting any Pre-Combination Steps, the Kinross Financing, or the Kinross
Placer Joint Venture, until the Effective Date or the day upon which this
Agreement is terminated pursuant to Article 8, whichever is earlier:

     (a)   it shall, and shall cause each of its Subsidiaries and Material Joint
           Venture Interests to, conduct its and their respective businesses
           only in, and not take any action except in, the usual, ordinary and
           regular course of business and consistent with past practice;

     (b)   except as may be required to give effect to any court order or
           arbitral award, it shall not directly or indirectly do or permit to
           occur any of the following:

        (i)   issue, sell, pledge, lease, dispose of, encumber or agree to
              issue, sell, pledge, lease, dispose of or encumber (or permit any
              of its Material Subsidiaries or Material Joint Venture Interests
              to issue, sell, pledge, lease, dispose of, encumber or agree to
              issue, sell, pledge, lease, dispose of or encumber):

            1.    any shares of or units in, or any options, warrants, calls,
                  conversion privileges or rights of any kind to acquire any
                  shares of or units in it or any of its Material Subsidiaries
                  or Material Joint Venture Interests, other than pursuant to
                  the exercise of stock options, warrants or conversion or
                  exchange rights attaching to securities which are currently
                  outstanding (including for greater certainty the Kinross 5.5%
                  Convertible Unsecured Subordinated Debentures issued December
                  5, 1996) or under existing share issuance or grant plans or
                  stock options issued consistent with past practices and share
                  issuances in respect thereof; or

            2.    except in the usual, ordinary and regular course of business
                  and consistent with past practice, any Material assets of it
                  or any of its Material Subsidiaries or Material Joint Venture
                  Interests;

        (ii)   except for the TVX Share Consolidation, amend or propose to amend
               its articles or by-laws or those (or the equivalent charter
               documents) of any of its Material Subsidiaries or the joint
               venture, partnership, management, operating or similar agreements
               or similar documents in respect of any of its Material Joint
               Venture Interests;

        (iii)  except for the TVX Share Consolidation, split, combine or
               reclassify any of its outstanding shares, or declare, set aside
               or pay any dividend or other distribution payable in cash, stock,
               property or otherwise with respect to its shares (other than
               dividends or distributions made by a wholly-owned Subsidiary to a
               Party or to a wholly-owned Subsidiary of that Party or regular
               quarterly dividends in respect of its common shares, in amounts
               consistent with past practice, and, in the case of Kinross,
               dividends provided for pursuant to the provisions of its
               preferred shares);

        (iv)  redeem, purchase or offer to purchase, or permit any of its
              Subsidiaries to redeem, purchase or offer to purchase, any shares
              or other securities of it or any of its Material Subsidiaries,
              unless otherwise required by the terms of such securities as in
              effect on the date hereof; provided however that Kinross shall not
              be precluded from redeeming its 5.5% Convertible Unsecured
              Subordinated Debentures issued December 5, 1996;

                                        12


        (v)   except for internal reorganizations, amalgamations or mergers
              involving it and/or any of its direct or indirect wholly-owned
              Subsidiaries, reorganize, amalgamate or merge it or any of its
              Material Subsidiaries with any other Person;

        (vi)  acquire or agree to acquire any Person, or acquire or agree to
              acquire any assets, which in each case are individually or in the
              aggregate Material, or permit any of its Subsidiaries or Material
              Joint Venture Interests to do any of the foregoing;

        (vii) (1) satisfy or settle any claims or liabilities which are
              individually or in the aggregate Material, except such as have
              been reserved against in its most recent audited annual
              consolidated financial statements delivered to the other Parties;
              (2) relinquish any contractual rights which are individually or in
              the aggregate Material; (3) enter into any interest rate, currency
              or commodity swaps, hedges or other similar financial instruments
              which individually or in the aggregate are Material; or (4) permit
              any of its Subsidiaries or Material Joint Venture Interests to do
              any of the foregoing; or

        (viii) except for the purpose of the renewal of or the replacement of
               existing credit facilities, incur or commit to provide
               guarantees, incur any indebtedness for borrowed money or issue
               any amount of debt securities, in each case which are
               individually or in the aggregate Material, or permit any of its
               Subsidiaries or Material Joint Venture Interests to do any of the
               foregoing;

     (c)   it shall not, and shall cause each of its Material Subsidiaries and
           Material Joint Venture Interests to not:

        (i)   except in the usual, ordinary and regular course of business and
              consistent with past practice or as required pursuant to existing
              Benefit Plans, enter into or modify any such Benefit Plans, or
              grant any bonuses, salary increases, stock options, pension or
              supplemental pension benefits, profit sharing, retirement
              allowances, deferred or other compensation, incentive
              compensation, severance or termination pay to, or make any loan
              to, any of its directors, officers, employees, consultants,
              contractors or agents; and

        (ii)   except as set forth in the capital budgets of the Party or its
               Material Subsidiaries or Material Joint Venture Interests that
               have been approved by such Party's Board of Directors, or where
               such Board of Directors determines, acting reasonably and after
               giving appropriate consideration to the effect on the other
               Parties hereto and on the transactions contemplated hereby, that
               it is in the best interests and necessary course of business of
               such Party and its Material Subsidiaries and Material Joint
               Venture Interests, taken as a whole, that it so reallocate or
               incur or commit to such capital expenditures without obtaining
               the written consent of the other Parties, reallocate capital
               expenditures among categories within such budgets, or incur or
               commit to capital expenditures, prior to the Effective Date,
               individually or in the aggregate exceeding U.S.$10,000,000;

     (d)   it shall use its reasonable commercial efforts to cause its current
           insurance policies and those of its Material Subsidiaries and
           Material Joint Venture Interests, including directors' and officers'
           insurance or re-insurance policies, not to be cancelled or terminated
           or any of the coverage thereunder to lapse, unless simultaneously
           with such termination, cancellation or lapse, replacement policies
           underwritten by insurance and re-insurance companies of nationally
           recognized standing providing coverage equal to or greater than the
           coverage under the cancelled, terminated or lapsed policies for
           substantially similar premiums or premiums consistent with then
           current industry premium experience are in full force and effect;
           provided that nothing in this Section shall limit:

        (i)   the Parties' ability to purchase and maintain six year run-off
              directors' and officers' insurance for the benefit of its
              directors and officers and those of its Subsidiaries or Material
              Joint Venture Interests; and

        (ii)   Kinross' obligations pursuant to Section 4.9(2)(b);

     (e)   it shall:

        (i)   use its reasonable commercial efforts, and cause each of its
              Material Subsidiaries and Material Joint Venture Interests to use
              its reasonable commercial efforts, to preserve intact its business
              organizations and goodwill, to keep available the services of its
              officers and employees as a group and to maintain

                                        13


            existing relationships with suppliers, consultants, joint venture
            participants, partners, professional advisors, agents, distributors,
            customers, Governmental Entities and others having business
            relationships with it, its Material Subsidiaries and its Material
            Joint Venture Interests;

        (ii)   not take any action, or permit any of its Subsidiaries or
               Material Joint Venture Interests to take any action, that would
               or reasonably may be expected to render (1) any representation or
               warranty made by it in this Agreement that is qualified as to
               materiality untrue or (2) any of such representations and
               warranties that are not so qualified untrue in any Material
               respect; and

        (iii)  to the extent it has knowledge thereof, promptly notify the other
               Parties of (1) any Material Adverse Change, or any change which
               could reasonably be expected to become a Material Adverse Change,
               and (2) any Governmental Entity or third party complaints,
               investigations or hearings (or communications indicating that the
               same may be contemplated) which are Material;

     (f)   it shall not, and shall cause each of its Subsidiaries and Material
           Joint Venture Interests not to, settle or compromise any claim
           brought by any present, former or purported holder of any of its
           securities in connection with the transactions contemplated by this
           Agreement or the Combination prior to the Effective Date;

     (g)   except in the usual, ordinary and regular course of business and
           consistent with past practice, or except as required by applicable
           Laws, it shall not, and shall cause each of its Subsidiaries and
           Material Joint Venture Interests not to, enter into or modify any
           contract, agreement, commitment or arrangement which new contract or
           series of related new contracts or modification to an existing
           contract or series of related existing contracts would be Material to
           that Party or would have a Material Adverse Effect;

     (h)   it shall not, and shall not permit any of its Subsidiaries or
           Material Joint Venture Interests to, take any action, or permit any
           action to be taken on its behalf, and it shall, and shall cause its
           Subsidiaries or Material Joint Venture Interests to, refrain from
           taking any action which, in either case, if taken, would be
           inconsistent with this Agreement or which would interfere with or be
           inconsistent with or would reasonably be expected to significantly
           impede the completion of the Combination or any of the transactions
           contemplated hereby;

     (i)   to the extent it has knowledge thereof, it shall, in all Material
           respects, conduct itself so as to keep the other Parties fully
           informed as to the Material decisions or actions made or required to
           be made with respect to the operation of its business and that of its
           Material Subsidiaries and Material Joint Venture Interests, provided
           that such disclosure is not otherwise prohibited by reason of a
           confidentiality obligation owed to a third party for which a waiver
           could not reasonably be obtained and provided further that no such
           disclosure is required in respect to competitively sensitive
           information relating to properties, areas or projects where the
           Parties are competitors;

     (j)   it shall cause its nominees on the board of directors or management
           or operating committee of each Material Joint Venture Interest,
           subject to fulfilment of the fiduciary duties to which any such
           nominee is subject, applicable Law and any existing contractual
           obligations, to perform such acts and to do such other things
           consistent with the foregoing as if they applied to the Material
           Joint Venture Interest;

     (k)   it shall use its reasonable commercial efforts to conduct its affairs
           and those of its Material Subsidiaries and Material Joint Venture
           Interests so that all of its representations and warranties contained
           herein shall be true and correct in all Material respects on and as
           of the Effective Date as if made thereon (except to the extent that
           any such representations and warranties speak as of an earlier date
           or except as affected by transactions contemplated or permitted by
           this Agreement or except for any failures or breaches of
           representations and warranties which individually or in the aggregate
           would not have a Material Adverse Effect on the Party or materially
           impede the completion of the Combination or the other transactions
           contemplated hereby); and

     (l)   it shall not make any change to existing accounting practices, except
           as the regular, independent auditors advise in writing are required
           by applicable Laws, GAAP or United States generally accepted
           accounting principles, as applicable, or write up, down or off the
           book value of any assets in an amount that in the

                                        14


           aggregate would exceed $1,000,000, except where required for
           compliance with GAAP or United States generally accepted accounting
           principles, as applicable.

     Notwithstanding the foregoing provisions of Sections 4.3(b)(vi) and (vii)
and Section 4.3(c)(ii), where a Party is obliged to approve a budget, operating
plan or other business plan (or an amendment thereto) for a Material Joint
Venture Interest in circumstances where it is subject to confidentiality
obligations which preclude it from disclosing the subject matter of such budget
or plan (or amendment) to the other Parties and where it is therefore
effectively precluded from seeking the consent of the other Parties thereto,
such Party shall be entitled to give or refrain from giving such approval
without obtaining the prior written consent of the other Parties as long as it
has concluded, acting reasonably, that the approval given by it is in the best
interests of such Material Joint Venture Interest.

4.4 MUTUAL COVENANTS REGARDING NON-SOLICITATION

(1)  No Party shall, or shall permit any of its Subsidiaries or Material Joint
     Venture Interests (to the extent that such Party has the power to do so
     with respect to its Material Joint Venture Interests) to, directly or
     indirectly, through any officer, director, employee, advisor,
     representative or agent, solicit, initiate, facilitate or knowingly
     encourage (including by way of furnishing information or entering into any
     form of agreement, arrangement or understanding) the initiation of an
     Acquisition Proposal; provided, however, that nothing contained in this
     Section or the other provisions of this Agreement shall prevent the Board
     of Directors of any Party which receives an unsolicited bona fide
     Acquisition Proposal in respect of that Party, from considering,
     negotiating, approving or recommending to its shareholders an Acquisition
     Proposal:

     (a)   in respect of which any required financing has been demonstrated to
           the satisfaction of the Board of Directors of the Party subject to
           the Acquisition Proposal, acting in good faith, to be reasonably
           likely to be obtained;

     (b)   which is not subject to a due diligence access condition which allows
           access to the books, records and personnel of the Party subject to
           the Acquisition Proposal or any of its Material Subsidiaries or
           Material Joint Venture Interests or their representatives beyond 5:00
           p.m. (Eastern Time) on the tenth Business Day after which access is
           afforded to the Person making the Acquisition Proposal (provided,
           however, that the foregoing shall not restrict the ability of such
           Person to continue to review information properly provided to such
           Person);

     (c)   in respect of which the Board of Directors of the Party subject to
           the Acquisition Proposal receives an opinion of counsel, that is
           reflected in the minutes of such Board of Directors, that it is
           required to consider the Acquisition Proposal in order to discharge
           properly its fiduciary duties; and

     (d)   which the Board of Directors of the Party subject to the Acquisition
           Proposal determines in good faith, after consultation with its
           financial advisors, would, if consummated in accordance with its
           terms (but not assuming away any risk of non-completion), result in a
           transaction (1) more favourable to its shareholders than the
           Combination, (2) having consideration with a value greater than the
           value of the consideration provided by the Combination, and (3) is
           reasonably capable of being completed within a reasonable period of
           time (any such Acquisition Proposal being referred to herein as a
           "Superior Proposal").

(2)  Subject to the ability of the Party to carry on business in accordance with
     Section 4.3, each Party shall immediately cease and cause to be terminated
     any existing discussions or negotiations with any party (other than the
     other Parties) with respect to any potential Acquisition Proposal. Each
     Party agrees not to release any third party from any confidentiality
     agreement to which such third party is a party. Each Party further agrees
     not to waive the operation of, or release any third party from, any
     standstill agreement or provision to which such third party is a party
     unless concurrently therewith such third party makes a Superior Proposal.
     Each Party shall immediately request the return or destruction of all
     information provided to any third party which, at any time since January 1,
     2001, has entered into a confidentiality agreement with such Party relating
     to an Acquisition Proposal and shall use all reasonable commercial efforts
     to ensure that such requests are honoured.

(3)  Each Party shall promptly notify the other Parties orally and in writing of
     any Acquisition Proposal of which a director or officer of the Party or a
     Material Subsidiary hereafter becomes aware, or any amendment to the
     foregoing, or any request for non-public information relating to a Party or
     any of its Material Subsidiaries or Material Joint Venture Interests, as
     the case may be, in connection with such an Acquisition Proposal or for
     access

                                        15


     to the properties, books or records of such Party or any Material
     Subsidiary or Material Joint Venture Interests, by any Person that informs
     such Party or such Material Subsidiary that it is considering making, or
     has made, an Acquisition Proposal. Such written notice shall include a copy
     of any such written Acquisition Proposal and all amendments thereto.

(4)  If any Party receives a request for material non-public information from a
     Person who makes a bona fide Acquisition Proposal and the Board of
     Directors of such Party determines that such proposal, if consummated,
     would be a Superior Proposal pursuant to subsection (1), assuming the
     satisfactory outcome of a due diligence condition which conforms to clause
     (1)(b), then, and only in such case, the Board of Directors of such Party
     may, subject to the execution by such Person of a confidentiality agreement
     containing standstill provisions substantially the same as those contained
     in the Confidentiality Agreement, provide such Person with access in
     accordance with subsection (1) to information regarding such Party, acting
     reasonably; provided, however, that the Person making the Acquisition
     Proposal shall not be precluded thereunder from making the Acquisition
     Proposal, and provided further that such Party sends a copy of any such
     confidentiality agreement to each other Party immediately upon its
     execution and each other Party is immediately provided with a list and,
     upon request, copies of all information provided to such Person not
     previously provided to such other Party and is immediately provided with
     access to information similar to that which was provided to such Person.

(5)  Each Party shall ensure that its officers, directors and employees and
     those of its Material Subsidiaries and any financial, legal or other
     advisors or representatives retained by each Party are aware of the
     provisions of this Section, and such Party shall be responsible for any
     breach of this Section by its financial, legal or other advisors or
     representatives.

4.5 NOTICE OF SUPERIOR PROPOSAL DETERMINATION

(1)  No Party shall accept, approve, recommend or enter into any agreement,
     arrangement or understanding to implement a Superior Proposal (other than a
     confidentiality agreement) without:

     (a)   complying fully with the provisions of Section 4.4;

     (b)   providing to each other Party (i) written notice that the Board of
           Directors of such Party has determined that it has received and is
           prepared to accept a Superior Proposal, and (ii) a copy of any
           agreement in respect of such Superior Proposal as executed by the
           Person making the Superior Proposal, in each case as soon as possible
           but in any event not less than five Business Days prior to acceptance
           of the Superior Proposal by the Board of Directors of such Party;

     (c)   if such five Business Day period would not terminate on or before the
           date fixed for such Party's Meeting, such Party shall either adjourn
           its Meeting to a date that is not less than two nor more than five
           Business Days after the expiration of the five Business Day period or
           obtain the waiver of each of the other Parties of the obligation to
           do so;

     (d)   providing each other Party with an opportunity (but not the
           obligation), before the expiration of such five Business Day period,
           to propose to amend this Agreement to provide for consideration
           having a value and financial and other terms equivalent to or more
           favourable to the shareholders of such Party than those contained in
           such Superior Proposal with the result that the Superior Proposal
           would cease to be a Superior Proposal; and

     (e)   terminating this Agreement pursuant to Section 8.1(e).

(2)  In the event that the other Parties agree to amend this Agreement in the
     manner described in clause (d), but otherwise on terms substantially the
     same as the terms of this Agreement, the Board of Directors of such Party
     shall consider the terms of the amendment, and if it concludes the Superior
     Proposal is no longer a Superior Proposal such Party shall not implement
     the proposed Superior Proposal and may not terminate this Agreement
     pursuant to Section 8.1(e), and shall agree to the amendments to this
     Agreement.

(3)  In the event that the other Parties do not agree to amend this Agreement as
     contemplated by subsection (2) and immediately prior to the termination of
     this Agreement such Superior Proposal constitutes a Superior Proposal in
     comparison with the terms hereof or of any proposal made by the Parties to
     amend this Agreement, such Party

                                        16


     may terminate this Agreement in accordance with Section 8.1(e) and
     thereafter may enter into an agreement in order to implement the Superior
     Proposal.

(4)  The provision of information by one Party to another Party or other Parties
     hereunder shall be "Proprietary Information" as defined in, and shall be
     governed by and subject to the terms and conditions of, the provisions of
     the Confidentiality Agreement.

4.6  ACCESS TO INFORMATION AND CONFIDENTIALITY

     Subject to the provisions of the Confidentiality Agreement and applicable
Laws and subject to obtaining any required third party consents, upon reasonable
notice, each Party shall (and shall cause each of its Subsidiaries to) afford
the other Parties' officers, employees, legal counsel, financial advisors,
accountants and other authorized representatives and advisors access, during
normal business hours from the date hereof and until the earlier of the
Effective Date and the termination of this Agreement, to its properties, books,
contracts and records as well as to its management personnel, and during such
period each Party shall (and shall cause each of its Subsidiaries to) furnish
promptly to the other Parties all material filings with Governmental Entities
and all material information concerning its business, properties and personnel
as the other Parties may reasonably request. Each Party acknowledges and agrees
that all information furnished pursuant to the provisions of this Section shall
be "Proprietary Information" as defined in, and shall be subject to, the
provisions of the Confidentiality Agreement.

4.7 MUTUAL STANDSTILL PROVISIONS

     Except as contemplated by this Agreement, prior to the Effective Date, no
Party will, or will permit any of its Subsidiaries to:

     (a)   acquire, directly or indirectly, by purchase or otherwise, any voting
           securities or securities convertible into or exchangeable for voting
           securities, or direct or indirect rights or options to acquire any
           voting securities, of another Party hereto;

     (b)   make, or in any way participate, directly or indirectly, in any
           solicitation of proxies to vote, or seek to advise or influence any
           other Person or entity with respect to the voting of, any voting
           securities of another Party hereto;

     (c)   otherwise act, either alone or jointly or in concert with any other
           Person, to seek to control the management, Board of Directors or
           policies of another Party hereto; or

     (d)   discuss with any other Person any proposal with respect to another
           Party hereto, that involves or would involve any of the foregoing;

without that other Party's prior express written consent. A Party's (the "first
mentioned Party") obligations with respect to another Party to this Agreement
(the "second mentioned Party") under the provisions of this Section shall
terminate immediately upon the earliest of:

(1)  12 months from the date on which this Agreement is first executed;

(2)  the date on which the Board of Directors of the second mentioned Party

     (i)   has withdrawn or changed any of its recommendations or determinations
           referred to in Section 3.1 in a manner materially adverse to the
           other Parties or which would materially impede the completion of the
           Combination or shall have resolved to do so for any reason other
           than:

        (a)   a breach by the first mentioned Party of any of its
              representations, warranties or covenants herein contained in any
              Material respect or the occurrence of a Material Adverse Change
              with respect to the first mentioned Party; or

        (b)   a withdrawal or change resulting solely because the financial
              advisor to such Party has withdrawn or adversely amended its
              opinion referred to in Section 3.1(c);

     (ii)   has agreed to a Superior Proposal with a third party; or

     (iii)  has agreed to support such a transaction; and

                                        17


(3)  the date on which a bona fide Acquisition Proposal is publicly announced,
     proposed, offered or made to the shareholders of the second mentioned
     Party.

For greater certainty, the entering into by Kinross and Echo Bay of the Kinross
Lock-Up Agreement, the entering into by Echo Bay of the Newmont Lock-Up
Agreement and the McCoy/Cove Purchase Agreement, the entering into by TVX of the
Beech Lock-Up Agreement and the TVX NA Purchase Agreement, the exercise by TVX
of its rights pursuant to the TVX NA Joint Venture Agreements, the transactions
contemplated hereby and the participation by each of the Parties in the
solicitation of proxies in respect of any of the Meetings in favour of the
Combination is expressly agreed to by each of the Parties.

4.8 COVENANTS IN RESPECT OF THE COMBINATION

     Each Party covenants and agrees that, except as otherwise contemplated in
this Agreement, until the earlier of the Effective Date and the date upon which
this Agreement is terminated, it will:

     (a)  in a timely and expeditious manner, take all necessary actions in
          order to enable it to participate in the Combination and use all
          commercially reasonable efforts to satisfy (or cause the satisfaction
          of) the conditions precedent to its obligations hereunder as set forth
          in Article 5 to the extent the same are within its control; take, or
          cause to be taken, all other actions and do, or cause to be done, all
          other things necessary, proper or advisable under all applicable Laws
          to complete the Combination, including using its commercially
          reasonable efforts to:

        (i)   obtain all necessary waivers, consents and approvals required to
              be obtained by it from other parties to loan agreements, joint
              venture agreements, partnership agreements, leases, licences and
              other contracts;

        (ii)   make or co-operate as necessary in the making of all necessary
               filings and applications under all applicable Laws required in
               connection with the transactions contemplated hereby and obtain
               all necessary consents, approvals and authorizations as are
               required to be obtained by it under any applicable Laws including
               the Regulatory Approvals;

        (iii)  effect all necessary registrations, filings, applications and
               submissions of information requested by Governmental Entities
               required to be effected by it in connection with the Combination
               and, if necessary, participate and appear in any proceedings of
               any Party before or by any Governmental Entity;

        (iv)  oppose, lift or rescind any injunction or restraining order or
              other order or action seeking to stop, or otherwise adversely
              affecting the ability of the Parties to consummate, the
              transactions contemplated hereby or by the Combination; and

        (v)   co-operate with each of the other Parties in connection with the
              performance by it of its obligations hereunder; and

        (vi)  cause the share exchange effected by the Parties pursuant to the
              Arrangement to qualify as one or more reorganizations described in
              Section 368(a) of the U.S. Tax Code and not take actions or cause
              actions to be taken that could reasonably be expected to
              disqualify the share exchange effected by the Party pursuant to
              the Arrangement as a reorganization under the provisions of
              Section 368(a) of the U.S. Tax Code;

     (b)   in the case of Kinross, cause the organization of Kinross Subco and
           subscribe for common shares in the capital of Kinross Subco, which
           shares shall be the sole issued and outstanding shares in the capital
           of Kinross Subco from the date of issue to the Effective Date;

     (c)   issue jointly with the other Parties the Announcement Press Release
           as soon as practicable, which release is in a form acceptable to all
           Parties, and file a copy of the Announcement Press Release, a
           material change report and any other documents with applicable
           regulatory authorities as required;

     (d)   in the case of Kinross, cause Kinross Subco to notify the Director
           under the CBCA of and apply for the Interim Order and in the case of
           each of TVX and Echo Bay, join in such application;

                                        18


     (e)   assist and co-operate in the preparation and filing with all
           applicable securities commissions or similar securities regulatory
           authorities of Canada and the United States of all necessary
           applications to seek exemptions, if required, from the prospectus,
           registration and other requirements of the applicable securities Laws
           of Canada and any province or territory thereof and the United States
           and any state thereof for the calling of the Meetings, the Kinross
           Financing, the issue by Kinross of Kinross Shares in exchange for the
           Kinross Common Shares (if applicable), the TVX Common Shares and the
           Echo Bay Common Shares pursuant to the Combination and the resale of
           such Kinross Shares (other than by control Persons and subject to
           requirements of general application);

     (f)   in a timely and expeditious manner:

        (i)   prepare, in consultation with the other Parties, and file the
              Joint Information Circular with respect to the Meetings in all
              jurisdictions where the same is required to be filed and mail the
              same in accordance with the requirements of all applicable Laws
              and as specified by the Interim Order, in all jurisdictions where
              the same is required, complying in all material respects with all
              applicable Laws in effect on the date of mailing thereof and not
              containing any misrepresentation, as defined under such applicable
              Laws, with respect to such Party, its Material Subsidiaries and
              its Material Joint Venture Interests, taken as a whole;

        (ii)   convene its Meeting;

        (iii)  provide notice to each of the other Parties of its Meeting and
               allow representatives of the other Parties to attend its Meeting;
               and

        (iv)  hold and conduct its Meeting in accordance with the articles and
              by-laws of the Party and any instrument governing such Meeting, as
              applicable, and as otherwise required by applicable Laws and as
              specified by the Interim Order;

     (g)   in a timely and expeditious manner, prepare, in consultation with the
           other Parties, and file any amendments or supplements to the Joint
           Information Circular with respect to the Meetings which are mutually
           agreed or otherwise required by applicable Laws in all jurisdictions
           where the same are required to be filed and mail the same in
           accordance with the requirements of all applicable Laws and as
           specified by the Interim Order, complying in all material respects
           with all applicable Laws in effect on the date of mailing thereof;

     (h)   in the case of Kinross, in a timely and expeditious manner, take all
           steps necessary or advisable in order to obtain the listing on The
           Toronto Stock Exchange and on the American Stock Exchange, and to use
           its best efforts to obtain the listing of the Kinross Shares on the
           New York Stock Exchange, of the Kinross Shares issued or to be issued
           on or in respect of the completion of the Combination;

     (i)   except for executed forms of proxy and other non-substantive
           communications, furnish promptly to the other Parties a copy of each
           notice, report, schedule or other document or communication
           delivered, filed or received by, to, with or from (as applicable) the
           Party under applicable Laws or otherwise, and any reports of dealings
           with, regulatory agencies or other Governmental Entities, in
           connection with the Combination or any of the transactions
           contemplated hereby;

     (j)   in the case of Kinross, subject to the approval of the Arrangement in
           accordance with the provisions of the Interim Order at the TVX
           Meeting and at the Echo Bay Meeting, cause Kinross Subco to forthwith
           proceed with and diligently prosecute an application for the Final
           Order and in the case of TVX and Echo Bay, join in such application;

     (k)   in the case of Kinross, subject to the approval of the Kinross Share
           Consolidation at the Kinross Meeting, file the Articles of Amendment
           with the Director under the Business Corporations Act (Ontario);

     (l)   in the case of Kinross, cause Kinross Subco forthwith to carry out
           the terms of the Interim Order and the Final Order and, subject to
           the receipt of the Final Order and the satisfaction of any applicable
           conditions precedent, cause Kinross Subco to file the Articles of
           Arrangement with the Director under the CBCA in order for the
           Arrangement to become effective;

     (m)  in the case of TVX and Echo Bay, carry out the terms of the Interim
          Order and the Final Order and, subject to the receipt of the Final
          Order and the satisfaction of any applicable conditions precedent,
          join with

                                        19


        Kinross Subco in the filing of the Articles of Arrangement with the
        Director under the CBCA in order for the Arrangement to become
        effective;

     (n)   in the case of Kinross and TVX, cause the Purchase to be completed;
           and

     (o)   in the case of Kinross, as soon as practicable after the Effective
           Date, provide or cause to be provided certificates representing the
           appropriate number of Kinross Shares to the former holders of the
           Kinross Common Shares (if the Kinross Share Consolidation is
           approved) and to the former holders of the Echo Bay Common Shares and
           of the TVX Common Shares. Fractions of Kinross Shares shall not be
           issued, but in lieu thereof Kinross shall pay to each Person who
           would otherwise receive fractional Kinross Shares an amount
           determined by reference to the volume weighted average price of
           Kinross Shares on The Toronto Stock Exchange on the first five
           trading days on which such shares trade on such exchange following
           the Effective Date.

4.9 FURTHER COVENANTS OF KINROSS

(1)  Kinross covenants and agrees that, on the date of the filing of the Joint
     Information Circular with the SEC and on the Effective Date, it shall
     execute and deliver a customary letter of representation to each of Echo
     Bay and TVX in form and substance satisfactory to Echo Bay and to TVX,
     respectively, acting reasonably, which representation letters may be
     provided by Echo Bay and TVX to their respective U.S. counsel in connection
     with the opinions being requested of such counsel to the effect that the
     share exchange effected by Kinross with the shareholders of each of Echo
     Bay and TVX pursuant to the Arrangement will not cause recognition of
     income or gain by Echo Bay or the U.S. shareholders of Echo Bay or by TVX
     or the U.S. shareholders of TVX, as the case may be.

(2)  Kinross covenants and agrees that, as of the Effective Date and following
     the completion of the Combination:

     (a)   it shall have and maintain in force directors' and officers'
           insurance or reinsurance policies in respect of the directors and
           officers of Kinross and its Subsidiaries providing coverage
           substantially similar in all material respects to the coverage
           provided by the directors' and officers' insurance or reinsurance
           policies maintained by Kinross;

     (b)   except to the extent that the Parties have purchased such insurance,
           and to the extent possible, it shall have and maintain six year
           run-off directors' and officers' insurance policies for the benefit
           of each individual who ceases to be a director or officer of a Party
           or a Subsidiary or a Material Joint Venture Interest by reason of or
           on the implementation of the Combination; and

     (c)   it shall execute a supplemental indenture by which it assumes Echo
           Bay's due and punctual performance and observance of each covenant
           and condition of the Warrant Indenture in accordance with its terms
           and shall take all corporate action necessary to reserve for issuance
           a sufficient number of Kinross Shares for delivery upon exercise of
           the warrants referred to therein.

4.10 FURTHER COVENANTS OF KINROSS, ECHO BAY AND TVX

     Each of Kinross, in respect of the Kinross Lock-Up Agreement, Echo Bay, in
respect of the Kinross Lock-Up Agreement, the McCoy/Cove Purchase Agreement and
the Newmont Lock-Up Agreement and TVX, in respect of the Beech Lock-Up Agreement
and the TVX NA Purchase Agreement, covenants and agrees with the other Parties
that it will not amend or permit the amendment of the terms of the relevant
agreement and it will enforce and not vary or waive any of the terms of the
relevant agreement without, in each case, the prior written consent of the other
Parties.

4.11 STOCK OPTIONS

(1)  As soon as practicable following the date of this Agreement, the Board of
     Directors of TVX and the Board of Directors of Echo Bay, as applicable (or,
     if appropriate, any committee administering the option plans of TVX or Echo
     Bay, as applicable), shall adopt such resolutions or take such other
     actions (including, without limitation, amending such plans by resolution
     or court order) as may be required to effect the following:

     (a)   adjust the terms of all outstanding stock options granted by TVX and
           Echo Bay, as applicable, and the terms of the stock option plans of
           TVX and Echo Bay, as applicable, to provide that, at the Combination,
           each stock option granted by TVX or Echo Bay, as applicable,
           outstanding immediately prior to the Combination

                                        20


        shall be deemed to constitute an option to acquire, on substantially
        identical terms and conditions as were applicable under such stock
        option, the same number of Kinross Shares as the holder of such stock
        option would have been entitled to receive pursuant to the Combination
        had such holder exercised such stock option in full immediately prior to
        the Combination, at a price per share equal to (i) the aggregate
        exercise price for the TVX Common Shares or Echo Bay Common Shares, as
        applicable, otherwise purchasable pursuant to such stock option divided
        by (ii) the number of Kinross Shares deemed purchasable pursuant to such
        stock option; and

     (b)   make such other changes to the stock option plans of TVX and Echo
           Bay, as applicable, and stock options awarded thereunder, as
           applicable, as they deem appropriate to give effect to the
           Combination.

(2)  On the Effective Date, subject to obtaining any shareholder approval
     required by applicable Laws for the Kinross Share Issuance described in
     paragraph (b) of that definition, Kinross shall be deemed to assume, and
     shall thereafter comply with the terms of, the stock option plans of TVX
     and Echo Bay. As soon as practicable after the Combination, Kinross shall
     deliver to the holders of stock options issued by TVX or Echo Bay, as
     applicable, appropriate notices setting forth such holders' rights pursuant
     to the respective stock option plans, and the agreements evidencing the
     grants of such stock options shall continue in effect on the same terms and
     conditions (subject to the adjustments required by this Section after
     giving effect to the Combination). Kinross shall recognize service with TVX
     or Echo Bay, as the case may be, or their respective Subsidiaries for all
     purposes of the stock options and stock option plans assumed in accordance
     with this Section.

(3)  Kinross shall take all corporate action necessary, including seeking any
     required shareholder approval required by applicable Laws for the Kinross
     Share Issuance described in paragraph (b) of that definition, to reserve
     for issuance a sufficient number of Kinross Shares for delivery upon
     exercise of the stock options issued by TVX or Echo Bay, as applicable,
     assumed in accordance with this Section.

(4)  Kinross shall prepare and file with the Canadian Provincial Authorities,
     the SEC and the stock exchanges on which the Kinross Shares are listed, all
     necessary reports, applications, registration statements, prospectuses or
     other documents required in order to permit the issuance of Kinross Shares
     upon exercise of stock options issued by TVX or Echo Bay and the free and
     unrestricted transferability of such Kinross Shares after such issuance.

4.12 EMPLOYEE MATTERS

(1)  For a period of one year after the Effective Date, Kinross shall, or shall
     cause its Subsidiaries to, provide benefits to those persons who are
     employees of Echo Bay and its Subsidiaries ("Echo Bay Employees") and those
     persons who are employees of TVX, the TVX NA Joint Venture and TVX's
     Subsidiaries ("TVX Employees") immediately prior to the Combination and who
     continue to be employees of Kinross, TVX, Echo Bay or their Subsidiaries or
     Material Joint Venture Interests following the Effective Date (a) that are
     comparable in the aggregate to those provided to such employees under the
     Benefit Plans of Echo Bay and its Subsidiaries (other than benefits
     providing for the issuance of Echo Bay Common Shares or based on the value
     of Echo Bay Common Shares) ("Echo Bay Benefit Plans") and the Benefit Plans
     of TVX and its Subsidiaries (other than benefits providing for the issuance
     of TVX Common Shares or based on the value of TVX Common Shares) ("TVX
     Benefit Plans"), as applicable, at the benefit levels in effect as of the
     date of this Agreement and (b) with respect to Benefit Plans providing for
     the issuance of Kinross Shares or that are based on the value of Kinross
     Shares, that are comparable in the aggregate to those provided to similarly
     situated employees of Kinross and its Subsidiaries.

(2)  For a period of one year after the Effective Date (or for the length of
     time required by an applicable individual agreement in effect as of the
     date of this Agreement, if different), Kinross shall, and shall cause its
     Subsidiaries to, honour in accordance with their respective terms (as in
     effect on the date of this Agreement) all TVX and Echo Bay employment,
     severance, change of control and termination agreements, plans and policies
     which have been disclosed to Kinross.

(3)  With respect to any Benefit Plan maintained by Kinross or any of its
     Subsidiaries (including any severance plan or policy), for all purposes,
     including determining eligibility to participate, level of benefits and
     vesting, service with Echo Bay or any of its Subsidiaries or TVX or any of
     its Subsidiaries, as applicable (or any predecessor employer of an employee
     of Echo Bay or any of its Subsidiaries or TVX or any of its Subsidiaries,
     as applicable, to the extent service with such predecessor employer is
     recognized by Echo Bay or its applicable Subsidiary or TVX or

                                        21


     its applicable Subsidiary) prior to the Combination shall be treated as
     service with Kinross or its Subsidiaries; provided however that such
     service need not be recognized to the extent that such recognition would
     result in any duplication of benefits.

(4)  For purposes of each Benefit Plan of Kinross or its Subsidiaries, Kinross
     and its Subsidiaries shall use all reasonable efforts to cause all
     pre-existing condition exclusions and actively-at-work requirements of such
     plans to be waived for Echo Bay Employees and TVX Employees and their
     covered dependents (other than pre-existing condition exclusions or waiting
     periods that are already in effect with respect to such employees and
     dependents under the Echo Bay Benefit Plans or the TVX Benefit Plans, as
     applicable, and that have not been satisfied as of the date such employees
     and dependents commence participation in such benefit plans of Kinross and
     its Subsidiaries). Kinross and its Subsidiaries shall give full credit for
     all co-payments and deductibles to the extent satisfied in the plan year in
     which the Combination occurs (or the year in which Echo Bay Employees or
     TVX Employees, as applicable, and their dependents commence participation
     in the benefit plans of Kinross and its Subsidiaries, if later) as if there
     had been a single continuous employer.

(5)  Notwithstanding the foregoing, the provisions of subsections (1) through
     (3) shall not apply to TVX Employees or Echo Bay Employees who are members
     of a labour union or other similar bargaining unit or are parties to or the
     beneficiaries of a collective agreement with respect to their employment or
     who have organized to be covered by any such labour union or other similar
     bargaining unit or collective agreement.

4.13 MERGER OF COVENANTS

     Except as to the contrary expressly required by the terms thereof, the
covenants set out in this Agreement shall not survive the completion of the
Combination, and shall expire and be terminated without recourse between the
Parties upon such completion.

                                   ARTICLE 5
                                   CONDITIONS

5.1 MUTUAL CONDITIONS

     The obligations of the Parties to complete the transactions contemplated
hereby are subject to the fulfilment or waiver of the following conditions on or
before the Effective Date or such other time prior thereto as is specified
below:

     (a)   the Interim Order shall have been granted in form and substance
           acceptable to the Parties, acting reasonably, and shall not have been
           set aside or modified in a manner unacceptable to any of the Parties,
           acting reasonably, on appeal or otherwise;

     (b)   the holders of the Kinross Common Shares shall have approved, if and
           as required by applicable Laws, the Kinross Share Issuance and the
           election as directors of Kinross as of the Effective Date the
           individuals named in Schedule 4.1 or such other individuals
           acceptable to TVX and Echo Bay in their discretion;

     (c)   the Arrangement shall have received the approval of the shareholders
           of each of TVX and Echo Bay required by applicable Laws;

     (d)   the Purchase shall have been completed;

     (e)   the Final Order shall have been granted in form and substance
           acceptable to the Parties, acting reasonably, and shall not have been
           set aside or modified in a manner unacceptable to any of the Parties,
           acting reasonably, on appeal or otherwise;

     (f)   there shall be no proceeding of a juridical or administrative nature
           or otherwise, brought by or before a Governmental Entity in progress
           that if successful, or any Law proposed, enacted, promulgated or
           applied that would result in an order, ruling, judgement or decree,
           which:

        (i)   makes illegal or otherwise directly or indirectly restrains,
              enjoins or prohibits the Combination or any other material
              transaction contemplated hereby or in the Pre-Combination Steps;
              or

        (ii)   results in a judgement or assessment of damages, directly or
               indirectly, relating to the transactions contemplated hereby
               which causes a Material Adverse Effect on the Party to which it
               applies;

                                        22


     (g)   all other Regulatory Approvals and approvals of any other Person, and
           the expiry of any waiting periods, in connection with, or required to
           permit, the completion of the Combination, the failure to obtain
           which or the non-expiry of which would cause a Material Adverse
           Effect on any of the Parties or materially impede the completion of
           the Combination, shall have been obtained or received on terms which
           will not cause a Material Adverse Effect on any of the Parties or
           shall have occurred, and reasonably satisfactory evidence thereof
           shall have been delivered to each Party;

     (h)   without limiting the scope of the condition in paragraph (g), either:

        (i)   the applicable waiting period under Section 123 of the Competition
              Act shall have expired without the Competition Commissioner (the
              "Competition Commissioner") appointed under the Competition Act
              having given notice that he intends to make an application to the
              Competition Tribunal for an order under Section 92 or 100 of the
              Competition Act in respect of the Arrangement; or

        (ii)   the Competition Commissioner shall have issued an advance ruling
               certificate under Section 102 of the Competition Act in respect
               of the Arrangement; and

       the applicable waiting periods under the HSR Act shall have expired or
       been earlier terminated;

     (i)   the Kinross Shares to be issued pursuant to the Combination shall
           have been conditionally approved for listing on The Toronto Stock
           Exchange and on either the American Stock Exchange or the New York
           Stock Exchange, as applicable, subject to the filing of required
           documentation; any required prospectus, registration or similar
           exemptions shall have been obtained; and such securities shall not be
           subject to resale restrictions in Canada and the United States other
           than in respect of control Persons and subject to requirements of
           general application;

     (j)   rights of dissent in relation to the Arrangement by which the
           Combination is effected shall not have been exercised by the holders
           of more than 5% of the issued and outstanding shares of any Party the
           shareholders of which are entitled by Law or under the Plan of
           Arrangement to exercise such rights; and

     (k)   this Agreement shall not have been terminated pursuant to Article 8.

     The foregoing conditions are for the mutual benefit of each of the Parties
and may be waived, in whole or in part, by any Party at any time, provided that
no Party may waive any mutual condition on behalf of any other Party.

5.2 SEVERAL CONDITIONS

     The obligation of each Party to complete the transactions contemplated
hereby is subject to the fulfilment by each of the other Parties of the
following conditions on or before the Effective Date or such other time prior
thereto as is specified below:

     (a)   the representations and warranties made to such Party by each of the
           other Parties in this Agreement shall be true and correct as of the
           Effective Date as if made on and as of such date (except to the
           extent that any such representations and warranties speak as of an
           earlier date or except as affected by transactions contemplated or
           permitted by this Agreement or except for any failures or breaches of
           representations and warranties which in the reasonable judgement of
           such Party, individually or in the aggregate would not have a
           Material Adverse Effect on any other Party or materially impede the
           completion of the Combination or the other transactions contemplated
           hereby), and each Party shall have provided to the others a
           certificate of two senior officers of such Party certifying, in such
           capacity and not personally, such accuracy and completeness on the
           Effective Date;

     (b)   each of the other Parties shall have complied with its covenants
           herein, if, in the reasonable judgement of such Party for whose
           benefit the covenant was given, the failure to comply with such
           covenants would individually or in the aggregate have a Material
           Adverse Effect on any other Party or materially impede the completion
           of the Combination or the other transactions contemplated in this
           Agreement, and on the Effective Date each Party shall have provided
           to the others a certificate of two senior officers of such Party
           certifying, in such capacity and not personally, that the Party has
           so complied with its covenants herein; and

     (c)   from the date hereof up to and including the Effective Date, there
           shall have been no change, condition, event or occurrence which, in
           the reasonable judgement of such Party, has or is reasonably likely
           to have a

                                        23


        Material Adverse Effect on any other Party, on the Combination or on the
        combined business that will result from the completion of the
        Combination.

     The foregoing conditions precedent are for the benefit of each Party and
may be waived, in whole or in part, by such Party in writing at any time.

5.3 NOTICE OF BREACH

     Each Party will give prompt notice to the other Parties of the occurrence,
or failure to occur, at any time from the date hereof until the Effective Date,
of any event or state of facts which occurrence or failure to occur would, or
would be likely to:

     (a)   cause any of the representations or warranties of such Party
           contained herein to be untrue or inaccurate in any material respect
           on the date hereof or at the Effective Date; or

     (b)   result in the failure by such Party to comply with or satisfy any
           covenant, condition or agreement to be complied with or satisfied by
           it hereunder prior to the Effective Date.

5.4 MERGER OF CONDITIONS

     The conditions set out in Sections 5.1 and 5.2 and the provisions of
Section 5.3 shall be conclusively deemed to have been satisfied, waived or
released upon the filing of the Articles of Arrangement as contemplated by this
Agreement.

                                   ARTICLE 6
                                   AMENDMENT

6.1 AMENDMENT

     This Agreement may, at any time and from time to time before or after the
holding of the Meetings, be amended by mutual written agreement of the Parties
without further notice to or authorization on the part of their respective
shareholders, provided that:

     (a)   notwithstanding the foregoing, the number of Kinross Shares which the
           holders of shares of each of the Parties shall have the right to
           receive or retain on the Combination may not be varied without the
           approval of the shareholders of each of the Parties given in the same
           manner as required for the approval of the Kinross Share
           Consolidation or the Arrangement or as may be ordered by the Court;
           and

     (b)   any such change, waiver or modification does not invalidate any
           required security holder approval of the Combination.

                                   ARTICLE 7
                 AGREEMENT AS TO DAMAGES AND OTHER ARRANGEMENTS

7.1 DAMAGES

     Provided that a Party otherwise entitled to payment pursuant to this
Section is not in default of any covenant required to be performed by it
hereunder in any Material respect and no representation or warranty made by such
other Party is untrue in any Material respect, if at any time after the
execution of this Agreement:

     (a)   the Board of Directors of a Party has withdrawn or changed any of its
           recommendations or determinations referred to in Section 3.1 in a
           manner materially adverse to the other Parties or which would
           materially impede the completion of the Combination or shall have
           resolved to do so and thereafter this Agreement is terminated
           pursuant to Section 8.1(f); or

     (b)   a bona fide Acquisition Proposal is publicly announced, proposed,
           offered or made, and is not withdrawn, to the shareholders of a Party
           or to a Party and any approval of the shareholders of such Party
           required by applicable Laws is not obtained for the requisite
           resolutions by which such Party would participate in the Combination
           or such requisite resolutions are not submitted for their approval,
           and thereafter this

                                        24


           Agreement is terminated pursuant to Section 8.1 and within six months
           after the termination such Party approves, recommends, accepts or
           enters into a Change of Control Proposal or becomes a Subsidiary of a
           third party; or

     (c)   this Agreement is terminated by a Party pursuant to Section 8.1(e);

each of the above being a "Damages Event", then such Party (the "Defaulting
Party") shall pay to the other Parties in the aggregate $28,000,000 as
liquidated damages for a Damages Event; provided, however, in the case of
Section 7.1(a), that the amount of liquidated damages shall be $20,000,000 if
the Damages Event is a withdrawal or change by the Board of Directors of a Party
of its recommendations or determinations which occurred solely because the
financial advisor to the Party has withdrawn or adversely amended its opinion
referred to in Section 3.1(c), and the Defaulting Party provides written
evidence to the other Parties that the withdrawal or change occurred solely for
that reason. Such liquidated damages shall be payable in immediately available
funds paid to an account designated by each of the other Parties within one
Business Day after the occurrence of the events described above or in the
situation in which the event is the failure of a Party to submit the requisite
resolutions for approval, within one Business Day of the Parties other than the
Defaulting Party becoming aware that the directors do not intend to submit the
requisite resolutions or the requisite resolutions have not been submitted for
the approval of its shareholders. The payment shall be allocated among and paid
to the non-Defaulting Parties or Party in equal amounts. The maximum amount of
liquidated damages payable by a Defaulting Party under this Section shall be
$28,000,000. Echo Bay shall not be required to pay damages to Kinross in
connection with a Damages Event in Section 7.1(b), in the event that the holders
of the Echo Bay Common Shares do not approve the Arrangement solely because
Kinross fails to vote its Echo Bay Common Shares in favour thereof. TVX shall
still be entitled to its share of damages payable.

7.2 REIMBURSEMENT OF EXPENSES

     If the shareholders of any Party or Parties fail to approve the Combination
and the Combination is not completed for any reason other than the fact that the
Board of Directors of a Party has withdrawn or changed its recommendation solely
because the financial advisor to the Party has withdrawn or adversely amended
its opinion referred to in Section 3.1(c), then such non-approving Party or
Parties shall be required to reimburse the other Parties or Party whose
shareholders approved the Combination for their actual third-party expenses
incurred in connection with the Combination up to a maximum of $2,500,000
payable to each approving Party. In the event that the holders of the Echo Bay
Common Shares do not approve the Arrangement solely because Kinross fails to
vote its Echo Bay Common Shares in favour of thereof, Echo Bay shall not be
required to make any payment under this Section.

7.3 LIQUIDATED DAMAGES

     Each Party acknowledges that all of the payment amounts set out in this
Article are payments of liquidated damages which are a genuine pre-estimate of
the damages which the Party entitled to such damages will suffer or incur as a
result of the event giving rise to such damages and the resultant termination of
this Agreement and are not penalties. Each Party irrevocably waives any right it
may have to raise as a defence that any such liquidated damages are excessive or
punitive. For greater certainty, the Parties agree that, subject to Article 8,
the payment of the amounts determined pursuant to this Article in the manner
provided in respect thereof is the sole monetary remedy of the Party receiving
such payment in respect of the Damages Events set out in Section 7.1. Nothing
herein shall preclude a Party from seeking injunctive relief to restrain any
breach or threatened breach of the covenants or agreements set forth in this
Agreement or the Confidentiality Agreement or otherwise to obtain specific
performance of any acts, covenants or agreements set forth in or contemplated by
this Agreement or the Confidentiality Agreement, without the necessity of
posting a bond or security in connection therewith.

                                   ARTICLE 8
                                  TERMINATION

8.1 TERMINATION BY THE PARTIES

     This Agreement may be terminated at any time prior to the Effective Date:

     (a)   by the mutual written agreement of the Parties;

                                        25


     (b)   by a Party if any of the conditions for the benefit of that
           terminating Party contained in Section 5.2 is not satisfied or
           waived, provided that such terminating Party is not then in breach of
           any of its representations, warranties or covenants herein contained
           in any Material respect, but such right of termination may not be
           exercised unless the Party intending to terminate the Agreement on
           this basis has delivered written notice to the other Parties
           specifying in reasonable detail all breaches of representations,
           warranties and covenants or other matters which the Party delivering
           such notice is asserting as the basis for termination and the breach
           remains substantially uncured at the earlier of 30 days after the
           notice is given and the Initial Termination Date (or if extended
           pursuant to Section 8.2, the Final Termination Date);

     (c)   by any Party, if any of the conditions contained in Sections 5.1(f),
           (g) or (j) or any of the conditions for the benefit of the
           terminating Party contained in Section 5.2 becomes incapable of being
           satisfied on or before the Initial Termination Date (or if extended
           pursuant to Section 8.2, the Final Termination Date), provided that
           the terminating Party is not then in breach of any of its
           representations, warranties or covenants herein contained in any
           Material respect;

     (d)   by any Party, if, upon a vote at a duly held Meeting or any
           adjournment or postponement thereof to obtain the approval of holders
           of the Kinross Common Shares, TVX Common Shares or Echo Bay Common
           Shares, as applicable, in favour of the participation of such Party
           in the Combination, the approval of the shareholders required by
           applicable Laws is not obtained;

     (e)   by any Party, if the Board of Directors of the Party shall have
           accepted, approved, and concurrently with such termination, entered
           into an agreement, arrangement or understanding to implement a
           Superior Proposal in accordance with the provisions of Section 4.5,
           provided that the Party shall have paid to the other Parties the
           amounts specified in Section 7.1 and, if applicable, Section 7.2; or

     (f)   if the Board of Directors of a Party (the "Changing Party") shall
           have withdrawn or changed its recommendations or determinations
           referred to in Section 3.1 in a manner materially adverse to the
           other Parties or which would materially impede the completion of the
           Combination or shall have resolved to do so, by any Party other than
           the Changing Party; provided, however, that the Changing Party shall
           be permitted to terminate this Agreement if such withdrawal or change
           occurred solely because the financial advisor to such Party has
           withdrawn or adversely amended its opinion referred to in Section
           3.1(c), and the Changing Party provides written evidence to the other
           Parties that the withdrawal or change occurred solely for that
           reason.

8.2 TERMINATION AND EXTENSION OF TERMINATION DATE

     This Agreement shall terminate at 11:59 p.m. Eastern time on the Initial
Termination Date if the Effective Date has not then occurred unless the Parties
have, prior thereto, agreed in writing to extend the Initial Termination Date to
a later date, in which case this Agreement shall be deemed to terminate at 11:59
p.m. Eastern time on such later Initial Termination Date; provided, however,
that if on the Initial Termination Date the Effective Date has not occurred only
because the condition set out in clause 5.1(e) has not been satisfied, then this
Agreement shall remain in force and effect and shall terminate at 11:59 p.m.
Eastern time on the Final Termination Date if, but only if, at 11:59 p.m.
Eastern time on the Final Termination Date the Effective Date has not then
occurred unless the Parties have, prior thereto, agreed in writing to extend the
Final Termination Date to a later date, in which case this Agreement shall be
deemed to terminate at 11:59 p.m. Eastern time on such later Final Termination
Date.

8.3 EFFECT OF TERMINATION

     In the event of the termination of this Agreement in the circumstances set
out in this Article, this Agreement shall forthwith become void and of no force
or effect, and no Party shall have any liability or further obligation to the
other Parties hereunder except with respect to the obligations set forth in
Section 4.7 and Article 7 which shall survive such termination. However, nothing
contained in this Section, in Section 4.7 or in Article 7 including the payment
of an amount under Article 7 shall relieve or have the effect of or result in
relieving any Party in any way from liability for damages incurred or suffered
by a Party as a result of a breach of this Agreement by a Party acting in bad
faith intended and designed to result in the conditions precedent to the
completion of this Agreement not being satisfied.

                                        26


                                   ARTICLE 9
                                    GENERAL

9.1 BROKERS

     The Parties represent and warrant to each other that, except for, in the
case of Kinross, CIBC World Markets Inc.; in the case of TVX, BMO Nesbitt Burns
Inc.; and in the case of Echo Bay, National Bank Financial Inc.; no broker,
finder or investment banker is entitled to any brokerage, finder's or other fee
or commission, or to the reimbursement of any of its expenses, in connection
with the Combination. Each Party has provided to the other Parties a correct and
complete calculation of the fees and expenses payable to its financial advisors
if the Combination occurs. Each Party agrees not to amend the terms of any of
the agreements between it and its financial advisors relating to the payment of
fees and expenses in respect of the Combination without the prior written
approval of the other Parties.

9.2 NOTICES

     Any notice, consent, waiver, direction or other communication required or
permitted to be given under this Agreement by a Party to any other Party shall
be in writing and may be given by delivering it or sending it by facsimile
transmission addressed to the Party to which the notice is to be given at its
address for service or its facsimile number set out herein. Any such notice,
consent, waiver, direction or other communication shall, if delivered, be deemed
to have been given and received on the date on which it was delivered to the
address provided herein (if prior to 4:00 p.m. at the place of receipt on a
Business Day, or if not, on the next Business Day) and if sent by facsimile
transmission be deemed to have been given and received at the time of receipt
unless actually received on a day other than a Business Day or after 4:00 p.m.
at the place of receipt on a Business Day in which case it shall be deemed to
have been given and received on the next Business Day. Any such address for
service or facsimile number may be changed by notice given as aforesaid.

     The address for service and facsimile number of each of the Parties hereto
shall be as follows:

     (a)   if to Kinross:

        Kinross Gold Corporation
        52nd Floor
        Scotia Plaza
        40 King Street West
        Toronto, Ontario
           M5H 3Y2

        Attention: John W. Ivany
                Executive Vice-President
                Fax: (416) 363-6622

       with a copy, which shall not constitute notice, to:

        Blake, Cassels & Graydon LLP
        Suite 2800, Box 25
        Commerce Court West
        199 Bay Street Toronto,
        Ontario M5L 1A9

        Attention: J. David A. Jackson Fax:
                   (416) 863-2653

                                        27


     (b)   if to TVX:

           TVX Gold Inc.
           Suite 1200
        220 Bay Street
        Toronto, Ontario
        M5J 2W4

        Attention: T. Sean Harvey
                Fax: (416) 366-0832

       with a copy, which shall not constitute notice, to:

        Fasken Martineau DuMoulin LLP
        42nd Floor
        Toronto-Dominion Tower
        Toronto Dominion Centre
        Toronto, Ontario
        M5K 1N6
        Attention: Jonathan A. Levin
                Fax: (416) 364-7813

     (c)   if to Echo Bay:

        Echo Bay Mines Ltd.
        Manulife Place
        Suite 1210
        10180 101 Street
        Edmonton, Alberta
        T5J 3S4

        Attention: Robert Leclerc
                Fax: (780) 424-4684

       with a copy, which shall not constitute notice, to:

        Fraser Milner Casgrain LLP
        3000, 237 4th Avenue S.W.
        Calgary, Alberta T2P 4X7

        Attention: David R.J. Lefebvre
                Fax: (403) 268-3100

9.3 TIME OF ESSENCE

     Time shall be of the essence in this Agreement.

9.4 ENTIRE AGREEMENT

     This Agreement and the Confidentiality Agreement constitute the entire
agreement among the Parties hereto with respect to the subject matter hereof and
cancel and supersede all prior agreements and understandings between or among
the Parties with respect to the subject matter hereof.

9.5 FURTHER ASSURANCES

     Each Party shall, from time to time and at all times hereafter, at the
request of any other Party hereto, but without further consideration, do all
such further acts and execute and deliver all such further documents and
instruments as shall be reasonably required in order to perform fully and carry
out the terms and intent hereof.

                                        28


9.6 GOVERNING LAW

     This Agreement shall be governed by, and be construed in accordance with,
the laws of the Province of Ontario and the laws of Canada applicable therein
but the reference to such laws shall not, by conflict of laws rules or
otherwise, require the application of the law of any jurisdiction other than the
Province of Ontario. Each Party hereto hereby irrevocably attorns to the
jurisdiction of the Courts of the Province of Ontario in respect of all matters
arising under or in relation to this Agreement.

9.7 EXECUTION IN COUNTERPARTS

     This Agreement may be executed in two or more identical counterparts, each
of which is and is hereby conclusively deemed to be an original and the
counterparts collectively are to be conclusively deemed to be one and the same
instrument.

9.8 WAIVER

     No waiver by any Party hereto shall be effective unless express and given
in writing, and any waiver shall affect only the matter, and the occurrence
thereof, specifically identified and shall not extend to any other matter or
occurrence.

9.9 ENUREMENT AND ASSIGNMENT

     This Agreement shall enure to the benefit of and be binding upon the
Parties and their respective successors and permitted assigns. This Agreement
may not be assigned by any Party without the prior written consent of the other
Parties.

     IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of
the date first above written.


                                                  
KINROSS GOLD CORPORATION                             TVX GOLD INC.

Per: "Robert M. Buchan"                              Per: "T. Sean Harvey"
    ------------------------------------------       ------------------------------------------

Per: "John Ivany"                                    Per:
    ------------------------------------------       ------------------------------------------

ECHO BAY MINES LTD
Per: "Robert Leclerc"
    ------------------------------------------
Per:
    ------------------------------------------


                                        29


                                  SCHEDULE 2.1

                           ANNOUNCEMENT PRESS RELEASE

  KINROSS, ECHO BAY AND TVX TO COMBINE TO CREATE NEW SENIOR GOLD PRODUCER AND
                      TO ACQUIRE NEWMONT'S TVX NA INTEREST

     TORONTO/EDMONTON, June 10 /CNW/ -- Kinross Gold Corporation (TSX-K;
Amex-KGC) ("Kinross" or the "Company"), Echo Bay Mines Ltd. (TSX-ECO; Amex-ECO)
("Echo Bay") and TVX Gold Inc. (TSX-TVX; NYSE-TVX) ("TVX") are pleased to
announce the proposed combination of the three companies and the concurrent
acquisition of the 49.9% interest in the TVX Newmont Americas ("TVX NA") joint
venture owned by Newmont Mining Corporation (NYSE-NEM; TSX-NMC; ASX-NEM)
("Newmont").

     Kinross, after having combined with Echo Bay and TVX and after having
acquired the TVX NA interest (referred to herein as "new Kinross"), will possess
the following attributes:

     -  Top 10 global gold company with market capitalization in excess of US$2
        billion;

     -  2 million ounce per year gold producer with total cash costs less than
        US$200 per ounce;

     -  Only senior North American primary producer with a non-hedging policy
        and less than 5% of reserves hedged;

     -  One of the best capitalized gold producers in North America;

     -  65% of annual production in the United States and Canada;

     -  Highest leverage to gold prices among major North American producers;
        and

     -  Strong organic growth from a global resource base exceeding 40 million
        ounces of gold

TERMS OF THE COMBINATION AND CONCURRENT TRANSACTION

     The combination of the companies will be achieved by a Plan of Arrangement,
whereby Echo Bay shareholders receive 0.52 of a Kinross share for each Echo Bay
share and TVX shareholders receive 0.65 of a Kinross share for each TVX share
(adjusted accordingly in the event TVX completes the previously approved
ten-for-one share consolidation). Concurrently with the combination taking
effect, TVX will acquire Newmont's TVX NA interest for US$180 million. The
parties expect to enter into a combination agreement which will provide that the
combination will be effected pursuant to the Plan of Arrangement. Based on the
30 day average trading prices on the TSX of Kinross, Echo Bay and TVX prior to
the announcement of the combination, the exchange ratios imply a price of
Cdn$1.81 per Echo Bay share (representing a 23% premium) and a price of Cdn$2.27
per TVX share (representing a 47% premium).

OVERVIEW OF THE NEW KINROSS

     As a result of these concurrent transactions, the Company's annual gold
production is expected to be approximately two million ounces at total cash
costs of less than US$200 per ounce. This production rate will be supported by
proven and probable reserves containing 17.9 million ounces of gold and 52.6
million ounces of silver, an additional measured and indicated resource
containing 19.2 million ounces of gold and over 60 million ounces of silver,
plus a further 8 million ounces of inferred gold resources. Although global in
reach, the new Kinross will have 65% of annual production and 50% of reserves
based in the United States and Canada. The Company will be the most leveraged to
changes in gold price of all major North American based primary gold producers
and intends to maintain a strict non-hedging policy in view of the trend of
rising gold prices and the Company's new, strong financial position. The new
Kinross will be the seventh largest primary gold producer in the world and the
only senior North American based primary gold producer with less than 5% of
reserves hedged. The Company will operate and maintain joint venture interests
in 12 gold mines and one base metal mine located on five continents including
seven underground mines, four open pit mines and two operations expected to
include both open pit and underground mines.

APPROVALS AND SUPPORT FOR THE TRANSACTIONS

     The combination has been unanimously approved by the boards of directors of
Kinross, Echo Bay and TVX. Each board is recommending that its shareholders
approve the transaction at shareholder meetings of the three companies

                                        30


expected to be held in the 3rd quarter of 2002 and the transaction is expected
to close shortly thereafter. Approval of the combination requires two-thirds
votes by the respective shareholders of Echo Bay and TVX and a majority vote by
the shareholders of Kinross. Kinross will also be asking its shareholders to
approve a three-for-one share consolidation and if approved, shareholders of
Echo Bay and TVX would receive consolidated shares of Kinross and the exchange
ratios would be adjusted accordingly. The proposed share consolidation of
Kinross requires a two-thirds vote by Kinross shareholders, but is not a
condition of the combination. Support agreements for the combination have been
reached with the largest shareholders of Echo Bay (Newmont 45.2% and Kinross
10.5%) and TVX (Beech LLC 18.6%). An agreement has also been reached with
Newmont for the concurrent acquisition of Newmont's TVX NA interest.

MANAGEMENT AND FINANCIAL STRENGTH IN AN ELEVATED PLATFORM

     Robert (Bob) Buchan, Chairman and CEO of Kinross, stated that, "The
combination of Kinross, Echo Bay, TVX and TVX NA will create the premier North
American senior gold company for those investors seeking maximum leverage to the
gold price in a gold company with superb liquidity. The new Kinross will have a
strong group of exploration and development projects for internal growth and an
elevated platform to aggressively pursue appropriate external growth
opportunities. The pool of talented people in the three former rival companies
will ensure a strong entrepreneurial management team going forward. The
transactions will result in the new Kinross being one of the best capitalized
senior gold companies with a net debt to capitalization ratio of 8%."

     The after-tax synergies of consolidating the three companies are expected
to generate approximately US$15 million per year in savings (or about US$8 per
ounce of annual gold production) in the areas of general and administrative
costs, exploration and purchasing. The combination is expected to be immediately
accretive to Kinross' earnings, free cash flow and net asset value.

     Robert Leclerc, Chairman and CEO of Echo Bay, said, "Echo Bay has
approximately US$10 million of cash on hand, no short or long-term debt and
enjoys positive cash flow from its operating mines. This and the improving
environment for gold prices have opened a new chapter for Echo Bay and its
shareholders to join Kinross and TVX and form a new major gold producer with a
global vision and a solid North American base. We support this combination."

     Sean Harvey, President and CEO of TVX, stated, "For TVX shareholders this
combination reunites the components of the long-life asset base of TVX in a much
larger entity. Upon TVX shareholders becoming shareholders of new Kinross, they
will benefit from the stable, high margin cash flow from the consolidated TVX
assets and the strong balance sheet which will complement new Kinross' strong
leverage to the gold price. The combined company will also have significant land
positions in world-class gold mining districts in the Americas. TVX management
and employees have worked hard on behalf of shareholders to accomplish this
combination and we expect that they will reap further benefits with the new
structure."

     As a result of the proposed transactions, the new Kinross will be
approximately owned as to 40.3% by existing Kinross shareholders, 31.1% by
existing TVX shareholders (excluding Newmont), 14.0% by existing Echo Bay
shareholders (excluding Newmont and Kinross) and 14.6% by Newmont.

     Pierre Lassonde, President of Newmont stated, "Newmont supports this
transaction as part of the ongoing rationalization of the gold industry.
Creating a new, substantial gold company will benefit all of the shareholders
involved, including Newmont. The sale of Newmont's TVX NA interest is
conditional on the closing of the overall combination."

MANAGEMENT AND BOARD OF DIRECTORS OF THE NEW KINROSS

     The management team of the new Kinross will be led by Bob Buchan as
President and Chief Executive Officer and Scott Caldwell as Senior Vice
President of Operations and Chief Operating Officer. The Company will maintain
the entrepreneurial management style that has seen Kinross grow from a 25,000
ounce per year producer nine years ago to a two million ounce per year gold
producer as a result of the proposed transactions. The expanded Board of
Directors of Kinross will include six Kinross nominees, two TVX nominees, one
Echo Bay nominee and one Newmont nominee.

                                        31


SUMMARY OF THE TRANSACTIONS

     The parties expect to enter into a definitive combination agreement which
will provide that the combination will be effected pursuant to the Plan of
Arrangement. The concurrent transactions are subject to customary regulatory
approvals in Canada and the United States, the approvals of Kinross, Echo Bay
and TVX shareholders and other conditions customary in transactions of this
nature. The shareholder meetings are expected to be held in the 3rd quarter of
2002 and transaction is expected to close shortly thereafter. The combination is
intended to be tax free to Echo Bay and TVX shareholders in Canada and the
United States.

     The Company will be domiciled in Canada and will maintain its corporate
office in Toronto, Ontario, Canada. The common shares of Kinross will continue
to trade on the Toronto Stock Exchange ("TSX") under the stock symbol "K" and
the Company intends to apply for listing of its common shares on the New York
Stock Exchange ("NYSE") under the symbol "KGC". Pending resolution of the NYSE
listing, Kinross will continue to trade on the American Stock Exchange ("Amex")
under the stock symbol "KGC".

     If the combination does not occur under certain circumstances, the
combination agreement will provide for a break-up fee of up to Cdn$28 million.

     Kinross' financial advisor is CIBC World Markets Inc., Echo Bay's financial
advisor is National Bank Financial Inc. and TVX's financial advisor is BMO
Nesbitt Burns Inc.

CONFERENCE CALL AND WEBCAST

     A conference call is scheduled for Monday, June 10, 2002 at 3:00 p.m.
eastern time.

     Call in numbers: International 416-640-4127
                North America 1-800-218-0204

     The conference call and presentation slides will also be available
simultaneously and archived at www.kinross.com and www.tvxgold.com. The
conference call will be available for telephone replay with the Passcode:
193836# (pound key) by calling: International 416-640-1917; North America
1-877-289-8525.

CAUTIONARY STATEMENTS

     This press release includes certain "Forward-Looking Statements" within the
meaning of section 21E of the United States Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact, included
herein, including without limitation, statements regarding potential
mineralization and reserves, exploration results and future plans and objectives
of Kinross Gold Corporation, Echo Bay Mines Ltd. and TVX Gold Inc. are
forward-looking statements that involve various risks and uncertainties. There
can be no assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those anticipated in such
statements. Important factors that could cause actual results to differ
materially from expectations are disclosed under the heading "Risk Factors" and
elsewhere in Kinross', Echo Bay's and TVX's documents filed from time to time
with the Toronto Stock Exchange, the United States Securities and Exchange
Commission ("SEC") and other regulatory authorities.

     Proven and probable reserves and measured, indicated and inferred resources
are calculated by the respective companies as of December 31, 2001. Investors
are advised that National Policy 43-101 requires that each category of mineral
reserves and mineral resources be reported separately. Investors and securities
holders should refer to the respective annual information forms of Kinross and
TVX and the Form 10-K of Echo Bay, each for the year ended December 31, 2001,
for this detailed information, which is subject to the qualifications and
footnotes expressed therein. Reserve calculations have been based on a gold
price assumption of US$300 per ounce for all operations except two joint venture
operations: Musselwhite at US$275 per ounce and La Coipa at US$265 per ounce of
gold and US$4.65 per ounce of silver. United States investors are advised that
while the terms "measured" and "indicated" resources and "inferred" resources
are recognized and required by Canadian regulations, the SEC does not recognize
them. Investors are cautioned not to assume that all or any part of mineral
deposits in these categories will ever be converted into reserves.

     Investors and security holders are urged to read the proxy statement
regarding the business combination transaction referred to in the foregoing
information, when it becomes available, because it will contain important

                                        32


information. The proxy statement will be filed with the SEC by Echo Bay.
Investors and security holders may obtain a free copy of this proxy statement
(when it is available) and other documents filed by Echo Bay with the SEC at the
SEC's website at www.sec.gov. The proxy statement (when it is available) and
these other documents may also be obtained for free from Echo Bay by directing a
request to Lois-Ann L. Brodrick, Vice President and Secretary, 780-496-9704,
lbrodrick@echobaymines.ca.

CERTAIN INFORMATION CONCERNING PARTICIPANTS

     Investors may obtain a detailed list of names, affiliations and interests
of Echo Bay participants in the solicitation of proxies of stockholders to
approve the proposed business combination from a SEC filing under Schedule 14A
made by Echo Bay on June 10, 2002.

     SEDAR: 00002968E

     For further information: Kinross Gold Corporation: e-mail info@kinross.com
or contact: Robert M. Buchan, Chairman and Chief Executive Officer, Tel. (416)
365-5650; Gordon A. McCreary, Vice President, Investor Relations and Corporate
Development, Tel. (416) 365-5132; Echo Bay Mines Ltd.: e-mail
investor_relations@echobaymines.ca or contact: Robert L. Leclerc, Chairman and
Chief Executive Officer, Tel. (303) 714-8839; Lois-Ann L. Brodrick, Vice
President and Secretary, Tel. (780) 496-9002; TVX Gold Inc.: e-mail
info@tvxgold.com or contact: T. Sean Harvey, President and Chief Executive
Officer, Tel. (416) 366-8160; Carl B. Hansen, Manager, Investor Relations, Tel.
(416) 941-0119; Newmont Mining Corporation: e-mail
corprelations@corp.newmont.com or contact: Russell Ball, Group Executive,
Investor Relations, Tel. (303) 837-5927; Wendy Yang, Director, Investor
Relations, Tel. (303) 837-6141.

                                        33


                                  SCHEDULE 4.1

                            KINROSS GOLD CORPORATION

                               BOARD OF DIRECTORS
                          AND CHIEF EXECUTIVE OFFICER

     Following the completion of the Combination, the Board of Directors of
Kinross Gold Corporation shall consist of the following persons:

     John A. Brough
     Robert M. Buchan
     Harry S. Campbell
     Arthur Ditto David
     Michael Harquail
     John M. H. Huxley
     John E. Oliver
     Robert L. Leclerc
     George F. Michals
     Cameron A. Mingay

     The Chief Executive Officer of Kinross Gold Corporation shall be Robert M.
Buchan.

                                        34


                               AMENDING AGREEMENT

                                       TO

                             COMBINATION AGREEMENT

                            KINROSS GOLD CORPORATION

                                      AND

                                 TVX GOLD INC.

                                      AND

                              ECHO BAY MINES LTD.

                               ------------------

                                 JULY 12, 2002
                               ------------------

                                        1


                               AMENDING AGREEMENT

     This AMENDING AGREEMENT (this "AGREEMENT") is made and entered into as of
July 12, 2002, among KINROSS GOLD CORPORATION ("KINROSS"), a corporation
governed by the Business Corporations Act (Ontario), TVX GOLD INC. ("TVX"), a
corporation governed by the Canada Business Corporations Act, and ECHO BAY MINES
LTD. ("ECHO BAY"), a corporation governed by the Canada Business Corporations
Act.

                                    RECITALS

     A. Kinross, TVX and Echo Bay have entered into a Combination Agreement (the
"Combination Agreement") dated as of June 10, 2002. Capitalized terms used
herein, if not otherwise defined, shall have the meanings given to them in the
Combination Agreement.

     B. By operation of law, Amalco will be assuming the TVX stock option plan
upon the Effective Date.

     C. As a result of such assumption, Amalco will be obligated to deliver
Kinross Shares to TVX stock option holders upon exercise of the stock options
issued by TVX.

     D. Kinross, TVX and Echo Bay therefore desire to amend certain terms of the
Combination Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
that the Combination Agreement shall be amended as follows:

     1.1 Section 4.11(2) of the Combination Agreement shall be amended and
restated to read in its entirety as follows:

4.11 Stock Options

     (2)   On the Effective Date, subject to obtaining any shareholder approval
        required by applicable Laws for the Kinross Share Issuance described in
        paragraph (b) of that definition, (i) Kinross shall be deemed to assume,
        and shall thereafter comply with the terms of, the stock option plans of
        Echo Bay, and (ii) Kinross shall cause Amalco to comply with the terms
        of the stock option plan of TVX. As soon as practicable after the
        Combination, Kinross shall deliver to the holders of stock options
        issued by TVX or Echo Bay, as applicable, appropriate notices setting
        forth such holders' rights pursuant to the respective stock option
        plans, and the agreements evidencing the grants of such stock options
        shall continue in effect on the same terms and conditions (subject to
        the adjustments required by this Section after giving effect to the
        Combination). Kinross shall recognize service with TVX or Echo Bay, as
        the case may be, or their respective Subsidiaries for all purposes of
        the stock options and stock option plans assumed in accordance with this
        Section.

     1.2 New Section 4.11(5) shall be added to the Combination Agreement to read
as follows:

     (5)   After the Effective Date, on demand by Amalco, Kinross shall deliver
           a sufficient number of Kinross Shares to Amalco for delivery upon
           exercise of stock options issued by TVX and assumed by Amalco in
           accordance with this Section.

     1.3 All terms and conditions of the Combination Agreement, as amended as
set forth herein, shall remain in full force and effect.

     1.4 This Agreement may be executed in one or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when one or more counterparts have been signed by each of the parties and
delivered to the other party, it being understood that all parties need not sign
the same counterpart.

                                        1


     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.

                                         KINROSS GOLD CORPORATION

                                         Per: "John Ivany"

                                         TVX GOLD INC.

                                         Per: "T. Sean Harvey"

                                         ECHO BAY MINES LTD.

                                         Per: "Robert L. Leclerc"

                                        2


                                                                       EXHIBIT B

                                                              File No.

                    INTERIM ORDER AND NOTICE OF APPLICATION

                           SUPERIOR COURT OF ONTARIO

                      IN THE MATTER OF an application under section 192 of the
                      Canada
                      Business Corporations Act, R.S.C. 1985, c. C-44, as
                      amended

                      and an application under Rule           of the Rules of
                      Civil Procedure

                      AND IN THE MATTER OF a Proposed Plan of Arrangement
                      involving 4082389 Canada Inc., TVX Gold Inc.
                      and Echo Bay Mines Ltd.


                                                               
THE HONOURABLE                              )                         -- , THE  --  DAY OF
                                            )
JUSTICE                                     )                         -- , 2002


                       4082389 CANADA INC., TVX GOLD INC.
                            AND ECHO BAY MINES LTD.

                                                                      Applicants

                                 INTERIM ORDER

     UPON THE JOINT APPLICATION of 4082389 Canada Inc. ("Kinross Subco"), TVX
Gold Inc. ("TVX") and Echo Bay Mines Ltd. ("Echo Bay"), pursuant to section 192
of the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (the "CBCA") for
certain orders and directions in connection with a proposed arrangement under
the provisions of the CBCA, heard, this  -- day of    --   , 2002 at    --   ,
Toronto, Ontario;

     AND UPON BEING ADVISED that the Director appointed under section 260 of the
CBCA (the "Director") has been given notice of this application as required by
section 192(5) of the CBCA and has advised that she does not intend to appear in
person or by counsel or make any representations;

     AND UPON READING the notice of application, the notice of motion, and the
affidavit of    --   (the "Principal Affidavit") sworn on    --   , 2002 and
filed and the exhibits attached thereto, including a form of Management
Information Circular Supplement (the "Circular") as Exhibit "A" and on hearing
the submissions of counsel for the Applicants;

     IT IS HEREBY ORDERED AND DIRECTED THAT:

TVX SPECIAL MEETING

     1. TVX shall call, hold and conduct a special meeting (the "TVX Special
Meeting") of the registered holders (the "TVX Shareholders") of common shares in
the capital of TVX ("TVX Common Shares") to be held at the City of Toronto in
the Province of Ontario at    --   (Toronto time) on or about    --   for the
purpose of (i) considering and, if deemed advisable, approving with or without
variation, a special resolution substantially in the form of the TVX Special
Resolution set forth in the TVX Notice of Special Meeting and Management
Information Circular attached as Exhibit "B" to the Principal Affidavit (the
"TVX Special Resolution") approving the proposed arrangement (the "TVX
Arrangement") involving, inter alia, the amalgamation of TVX and Kinross Subco
on the terms and conditions set forth in the Plan of Arrangement annexed as
Exhibit C to the Circular; and (ii) transacting such other business as may
properly be brought before the TVX Special Meeting.

     2. TVX, if it deems advisable, is specifically authorized to adjourn or
postpone the TVX Special Meeting on one or more occasions, without the necessity
of further order of the Court or first convening the TVX Special Meeting or
first obtaining any vote of shareholders respecting the adjournment or
postponement.

                                        1


NOTICES

     3. TVX shall mail the TVX Notice of Special Meeting and the Management
Information Circular (in substantially the form set forth as Exhibit "B" to the
Principal Affidavit with such amendments as are not inconsistent with the
provisions of this Order), appropriate forms of Proxy, the Circular (in
substantially the form set forth as Exhibit "A" to the Principal Affidavit with
such amendments as are not inconsistent with the provisions of this Order) and
this Order to the TVX Shareholders as shown on the register or registers of
shareholders at the close of business on    --   (the "TVX Record Date") by
mailing the same by prepaid mail to such shareholders at the latest address for
such shareholders as shown in the records of TVX or its registrar and transfer
agent, and to the Director, at least 21 days prior to the date of the TVX
Special Meeting, excluding the date of mailing and excluding the date of the TVX
Special Meeting. Such mailing shall constitute good and sufficient service of
notice of the Application for the Final Order, the TVX Special Meeting and the
hearing in respect of the Final Order and no other form of service need be made
or other material served on such persons.

     4. The accidental omission or delay in giving notice of the TVX Special
Meeting or the non-receipt by any person of such notice shall not invalidate any
resolution passed or proceedings taken at the TVX Special Meeting.

CONDUCT OF TVX SPECIAL MEETING

     5. The TVX Special Meeting shall be called, held and conducted in
accordance with the By-laws of TVX and the CBCA, subject to the provisions of
this Order and to such modifications as may be adopted at the TVX Special
Meeting.

     6. Each TVX Shareholder entitled to vote on the TVX Special Resolution
shall be entitled to one vote for each TVX Common Share held.

     7. A quorum at the TVX Special Meeting shall be the holders of not less
than 33 1/3% in aggregate of the TVX Common Shares entitled to vote on the TVX
Special Resolution present, in person or by proxy, at the TVX Special Meeting,
provided that if no quorum is present at the opening of the TVX Special Meeting,
or if subsequent to the opening of the TVX Special Meeting there ceases to be a
quorum present, holders of a majority of TVX Common Shares present in person or
by proxy at the TVX Special Meeting may adjourn the TVX Special Meeting to a
fixed time and place, for which adjourned meeting no further notice shall be
required to be given, and the TVX Common Shareholders present, in person or by
proxy, entitled to vote on the TVX Special Resolution shall constitute a quorum
for the adjourned meeting.

     8. The TVX Special Meeting, once commenced, may be adjourned from time to
time and no further notice of such adjournment or the holding of any adjourned
meeting or meetings need be given thereafter.

     9. The majority required to pass the TVX Special Resolution at the TVX
Special Meeting shall be not less than 66 2/3% of the votes cast by the TVX
Shareholders who voted, in person or by proxy, in respect of the TVX Special
Resolution.

     10. The only persons entitled to vote at the TVX Special Meeting, either in
person or by proxy, shall be the TVX Shareholders as at the close of business on
the TVX Record Date.

     11. The only persons entitled to attend and speak at the TVX Special
Meeting shall be the TVX Shareholders or their authorized representatives,
together with TVX's directors and officers and its auditors, advisors and
counsel and the Director.

TVX DISSENT RIGHTS

     12. A TVX Shareholder shall be permitted to dissent from the TVX Special
Resolution in accordance with the provisions of section 190 of the CBCA, this
Order and the Plan of Arrangement and to be paid by Kinross Gold Corporation
("Kinross"), the fair value of the TVX Common Shares in respect of which the TVX
Shareholder dissents, determined as set out in the CBCA provided that the TVX
Shareholder gives written objection to the TVX Special Resolution to Kinross on
or before 5:00 p.m. (eastern time) on    --   ; being the business day preceding
the TVX Special Meeting, at Suite 5200, 40 King Street West, Toronto, Ontario,
Canada, M5H 3Y2 or to the Chairman of the TVX Special Meeting before the
commencement of the TVX Special Meeting or any postponement or adjournment
thereof and otherwise strictly complies with the requirements of section 190 of
the CBCA. Kinross shall assume and
                                        2


comply with the requirements of section 190 otherwise imposed on TVX, as if it
were the corporation referred to in that section.

     13. A dissenting TVX Shareholder is entitled to appear at the hearing of
the application by the Applicants to the Court for approval of the Arrangement,
provided that such dissenting shareholder has filed and served a notice of
intention to appear in accordance with paragraph 31 of this Order.

     14. Notice to the TVX Shareholders of their right to dissent with respect
to the TVX Special Resolution and to receive, subject to the provisions of this
Order, the fair value of their TVX Common Shares from Kinross shall be
sufficiently given by including information with respectto this matter in the
Circular to be sent to the TVX Shareholders in accordance with paragraph 2 of
this Order.

ECHO BAY SPECIAL MEETING

     15. Echo Bay shall call, hold and conduct a special meeting (the "Echo Bay
Special Meeting") of the registered holders (the "Echo Bay Shareholders") of its
common shares (the "Echo Bay Common Shares") to be held at the City of    --   ,
the Province of    --   , at    --   (Toronto time) on the  -- day of    --   ,
2002, for the purpose of (i) considering and, if deemed advisable, approving
with or without variation, a special resolution substantially in the form of the
Echo Bay Special Resolution set forth in the Echo Bay Notice of Special Meeting
and Management Information Circular attached as Exhibit "C" to the Principal
Affidavit (the "Echo Bay Special Resolution") approving the proposed arrangement
(the "Echo Bay Arrangement") involving the exchange of Echo Bay Common Shares
for common shares of Kinross on the terms and conditions set forth in the Plan
of Arrangement annexed as Exhibit C to the Circular; and (ii) transacting such
other business as may properly be brought before the Echo Bay Special Meeting.

     16. Echo Bay, if it deems advisable, is specifically authorized to adjourn
or postpone the Echo Bay Special Meeting on one or more occasions, without the
necessity of further order of the Court or first convening the Echo Bay Special
Meeting or first obtaining any vote of shareholders respecting the adjournment
or postponement.

NOTICES

     17. Echo Bay shall mail the Echo Bay Notice of the Special Meeting and
Management Information Circular (in substantially the form set forth as Exhibit
"C" to the Principal Affidavit, with such amendments as are not inconsistent
with the provisions of this Order) appropriate forms of Proxy, the Circular (in
substantially the form set forth as Exhibit "A" to the Principal Affidavit with
such amendments as are not inconsistent with the provisions of this Order) and
this Order to the holders of Echo Bay Common Shares at the close of business on
   --   (the "Echo Bay Record Date") by mailing the same by prepaid mail to such
shareholders at the latest address for such shareholders as shown in the records
of Echo Bay or its registrar and transfer agent and to the Director, at least 21
days prior to the date of the Echo Bay Special Meeting, excluding the date of
mailing and excluding the date of the Echo Bay Special Meeting. Such mailing
shall constitute good and sufficient service of notice of the Application for
the Final Order, the Echo Bay Special Meeting and the hearing in respect of the
Final Order and no other form of service need be made or other material served
on such persons.

     18. The accidental delay or omission in giving notice of the Echo Bay
Special Meeting, or the non-receipt of such notice by any person shall not
invalidate any resolution passed or proceedings taken at the Echo Bay Special
Meeting.

CONDUCT OF ECHO BAY SPECIAL MEETING

     19. The Echo Bay Special Meeting shall be called, held and conducted in
accordance with the By-laws of Echo Bay and the CBCA, subject to the provisions
of this Order and to such modifications as may be adopted at the Echo Bay
Special Meeting.

     20. Each Echo Bay Shareholder entitled to vote on the Echo Bay Special
Resolution shall be entitled to one vote for each Echo Bay Common Share held.

     21. A quorum at the Echo Bay Special Meeting shall be the holders of a
majority of the shares entitled to vote on the Echo Bay Special Resolution,
present in person or by proxy cat the Echo Bay Special Meeting, provided that if
no quorum is present within 30 minutes of the appointed time of the Echo Bay
Special Meeting, such meeting shall stand

                                        3


adjourned for 24 hours at the same time and place, for which adjourned meeting
no further notice shall be required to be given and the Echo Bay Shareholders
present, in person or by proxy, entitled to vote at the Echo Bay Special Meeting
shall constitute a quorum for the adjourned meeting.

     22. The Echo Bay Special Meeting, once commenced, may be adjourned from
time to time and no further notice of such adjournment or the holding of any
adjourned meeting or meetings need be given thereafter.

     23. The majority required to pass the Echo Bay Special Resolution at the
Echo Bay Special Meeting shall be not less than 66 2/3 % of the votes cast by
Echo Bay Shareholders who voted, in person or by proxy, in respect of the Echo
Bay Special Resolution.

     24. The only persons entitled to vote at the Echo Bay Special Meeting,
either in person or by proxy, shall be the Echo Bay Shareholders, as at the
close of business on the Echo Bay Record Date.

     25. The only persons entitled to attend and speak at the Echo Bay Special
Meeting shall be the Echo Bay Shareholders or their authorized representatives,
together with Echo Bay's directors and officers and it auditors, advisors and
counsel and the Director.

ECHO BAY DISSENT RIGHTS

     26. An Echo Bay Shareholder shall be permitted to dissent from the Echo Bay
Special Resolution in accordance with the provisions of section 190 of the CBCA,
this Order and the Plan of Arrangement and to be paid by Kinross the fair value
of the Echo Bay Common Shares in respect of which the Echo Bay Shareholder
dissents, determined as set out in the CBCA provided that the Echo Bay
Shareholder gives written objection to the Echo Bay Special Resolution to
Kinross on or before 5:00 p.m. (eastern time) on    --   ; being the business
day preceding the Echo Bay Special Meeting, at Suite 5200, 40 King Street West,
Toronto, Ontario, Canada, M5H 3Y2 or to the Chairman of the Echo Bay Special
Meeting before the commencement of the Echo Bay Special Meeting and otherwise
strictly complies with the requirements of section 190 of the CBCA. Kinross
shall assume and comply with the requirements of section 190 otherwise imposed
on Echo Bay, as if it were the corporation referred to in that section.

     27. A dissenting Echo Bay Shareholder is entitled to appear at the hearing
of the application by Kinross Subco to the Court for approval of the
Arrangement, provided that such dissenting shareholder has filed and served a
notice of intention to appear in accordance with paragraph 31 of this Order.

     28. Notice to the Echo Bay Shareholders of their right to dissent with
respect to the Echo Bay Special Resolution and to receive, subject to the
provisions of this Order, the fair value of their Echo Bay Common Shares from
Kinross shall be sufficiently given by including information with respect this
matter in the Circular to be sent to the Echo Bay Shareholders in accordance
with paragraph 17 of this Order.

APPLICATION BY KINROSS SUBCO, TVX AND ECHO BAY FOR FINAL ORDER

     29. Upon the holding of the TVX Special Meeting and the Echo Bay Special
Meeting in the manner set forth in this Order and approval of the TVX Special
Resolution and the Echo Bay Special Resolution in the manner set forth in this
Order, Kinross Subco may apply for approval of the TVX Arrangement and the Echo
Bay Arrangement, which together comprise the Arrangement, on its own behalf and
on behalf of TVX and Echo Bay, which application shall be heard at the    --
on    --   at    --   (eastern time), or so soon thereafter as counsel may be
heard.

     30. The mailing of the materials referred to in paragraphs 2 and 17 above
in accordance with the provisions of this Order shall constitute good and
sufficient service of the within proceedings, this Order, and the application
for the Final Order approving the Arrangement upon all persons who are entitled
to receive such notice pursuant to this Order and no other form of service need
be made and no other material need be served on such persons in respect of these
proceedings and service of the Petition and the Principal Affidavit, filed
herein, is dispensed with except as to service of the Petition and the Principal
Affidavit on the Director.

     31. Persons desiring to appear at the hearing on    --   , are required to
file with the Court and serve on Kinross Subco, TVX and Echo Bay on or before
   --   , a notice of their intention to appear, including their addresses for
service in Toronto, Ontario (or alternatively a telecopier number for service by
telecopy), together with any evidence or material which is to be presented to
the Court. Service on Kinross Subco is to be effected by delivery to the
solicitors for Kinross Subco at:
                                        4


       Blake, Cassels & Graydon LLP
       Suite 2800, Box 25
        Commerce Court West
        199 Bay Street
        Toronto, Ontario
        M5L 1A9

        Attention: Jeff Galway
                   Fax: (416) 863-2653

     Service on TVX is to be effected by delivery to the solicitors for TVX at:

       Fasken Martineau DuMoulin LLP
        42nd Floor
        Toronto-Dominion Tower
        Toronto Dominion Centre
        Toronto, Ontario
        M5K 1N6

        Attention: Jonathan A. Levin
               Fax: (416) 364-7813

     Service on Echo Bay is to be effected by delivery to the solicitors for
Echo Bay at:

       Fraser Milner Casgrain LLP
        3000, 237 4th Avenue S.W.
        Calgary, Alberta
        T2P 4X7

        Attention: David R.J. Lefebvre
                   Fax: (403) 268-3100

     32. In the event that the application for final approval of the Arrangement
on    --   is adjourned, then, subject to further order of this Court, only
those persons having previously served a notice of intention to appear in
accordance with paragraph 31 hereof shall have to be given notice of the
adjournment date.

     33. In addition to service of this Order in accordance with paragraphs 2
and 17 above, service of this Order shall be made upon all such persons who
appeared in this application either by counsel or in person and upon the
Director.

VARIATION OF ORDER

     34. Kinross Subco, TVX and Echo Bay (and such other persons as this Court
may consider to be affected by this Arrangement) and may at any time seek leave
to vary this Order upon such terms and the giving of such notice as this Court
may direct.

                                         (signed)    --

ENTERED at the City of Toronto,
in the Province of Ontario, this    --
day of    --   , 2002.

(signed) Clerk of the Superior Court of Ontario

------------------------------------------------------------

                                        5


                                                                       EXHIBIT C

                              PLAN OF ARRANGEMENT

     IN THE MATTER OF THE ARRANGEMENT among 4082389 Canada Inc., TVX Gold Inc.
and Echo Bay Mines Ltd. pursuant to section 192 of the Canada Business
Corporations Act.

                                   ARTICLE 1
                                 INTERPRETATION

1.1 DEFINITIONS

     In this Plan of Arrangement, unless the context otherwise requires:

     "AMALCO" means the corporation resulting from the amalgamation of Kinross
Subco and TVX as a part of the Arrangement;

     "AMALCO COMMON SHARES" means the common shares in the capital of Amalco;

     "ARRANGEMENT" means the arrangement involving Kinross Subco, TVX and Echo
Bay under the provisions of the CBCA on the terms and conditions set forth in
this Plan of Arrangement resulting, inter alia, in the issuance of Kinross
Shares to the holders of record immediately prior to the Effective Date of the
TVX Common Shares and of the Echo Bay Common Shares;

     "ARTICLES OF ARRANGEMENT" means the articles of arrangement concerning the
Arrangement of Kinross Subco, TVX and Echo Bay required under the CBCA to be
filed with the Director after the Final Order is made;

     "BUSINESS DAY" means any day, other than Saturday, Sunday and a statutory
or civic holiday in the place where the action is to be taken;

     "CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as
amended, and the regulations thereunder;

     "CERTIFICATE OF ARRANGEMENT" means the certificate of arrangement giving
effect to the Arrangement, endorsed by the Director, issued pursuant to
subsection 192(7) of the CBCA;

     "COMBINATION" means the Purchase and the Arrangement;

     "COMBINATION AGREEMENT" means the agreement made as of the 10th day of
June, 2002 among Kinross, TVX and Echo Bay, as amended as of July 12, 2002, for
the purpose of entering into the Combination, as the same may be amended,
supplemented or restated from time to time;

     "COURT" means the Superior Court of Ontario;

     "DEPOSITARY" means Computershare Trust Company of Canada;

     "DIRECTOR" means the Director appointed pursuant to Section 260 of the
CBCA;

     "DISSENT RIGHTS" means the rights of dissent that may be exercised by
registered holders of TVX Common Shares or Echo Bay Common Shares as set out in
Section 4.1 hereof;

     "DISSENTING SHAREHOLDER" means a registered holder of TVX Common Shares or
Echo Bay Common Shares who exercises the Dissent Right;

     "ECHO BAY" means Echo Bay Mines Ltd., a corporation governed by the CBCA;

     "ECHO BAY COMMON SHARES" means the common shares in the capital of Echo Bay
outstanding immediately prior to the Effective Date;

     "ECHO BAY STOCK OPTIONS" means all options to purchase Echo Bay Common
Shares issued prior to the Effective Date and in full force and effect on the
Effective Date pursuant to the Echo Bay stock option, as that plan may be
amended, if necessary, prior to the Effective Date;

                                        1


     "ECHO BAY WARRANTS" means the warrants to purchase Echo Bay Common Shares
issued pursuant to the Warrant Indenture;

     "EFFECTIVE DATE" means the date shown on the Certificate of Arrangement;

     "EFFECTIVE TIME" means [5:00 p.m]. Eastern Time on the Effective Date;

     "FINAL ORDER" means the order of the Court approving the Arrangement, as
such order may be amended at any time prior to the Effective Date or, if
appealed, then unless such appeal is withdrawn or denied, as affirmed;

     "GOVERNMENTAL ENTITY" means (a) any multinational, federal, provincial,
state, regional, municipal, local or other governmental or public department,
central bank, court, tribunal, arbitral body, commission, stock exchange, self-
regulated securities market, board, bureau or agency, whether domestic or
foreign, (b) any subdivision, agent, commission, board or authority of any of
the foregoing or (c) any quasi-governmental or private body exercising any
regulatory, expropriation or taxing authority under or for the account of any of
the foregoing;

     "INTERIM ORDER" means the interim order of the Court containing
declarations and directions with respect to the Arrangement;

     "KINROSS" means Kinross Gold Corporation, a corporation governed by the
Business Corporations Act (Ontario);

     "KINROSS COMMON SHARES" means the common shares in the capital of Kinross
prior to the Kinross Share Consolidation;

     "KINROSS MEETING" means the special meeting of holders of the Kinross
Common Shares called for the purpose of considering and, if thought fit,
approving the Kinross Share Consolidation, approving the Kinross Share Issuance,
approving the termination of Kinross' shareholder rights plan and electing four
additional directors of Kinross;

     "KINROSS SHARE CONSOLIDATION" means the consolidation of the Kinross Common
Shares on a one-for-three basis;

     "KINROSS SHARE ISSUANCE" means the issue of Kinross Shares pursuant to (a)
the Arrangement, (b) the exercise after the Effective Date of any Stock Options
and (c) the exercise after the Effective Date of any Warrants which have not
been exercised prior to the Effective Date;

     "KINROSS SHARES" means the common shares in the capital of Kinross
immediately after the filing of Articles of Amendment, if any, approved at the
Kinross Meeting giving effect to the Kinross Share Consolidation or, in the
absence of such filing, means the Kinross Common Shares;

     "KINROSS SUBCO" means 4082389 Canada Inc., a corporation incorporated under
the CBCA;

     "LAWS" means all laws, by-laws, rules, regulations, orders, ordinances,
protocols, codes, guidelines, policies, notices, directions and judgements or
other requirements of any Governmental Entity;

     "MEETINGS" means

     (i)   the Kinross Meeting;

     (ii)   the special meeting of the holders of TVX Common Shares called for
            the purpose of considering and, if thought fit, approving the
            Arrangement; and

     (iii)  the special meeting of the holders of Echo Bay Common Shares called
            for the purpose of considering and, if thought fit, approving the
            Arrangement;

     "PARTIES" means Kinross, TVX and Echo Bay;

     "PERSON" includes an individual, partnership, association, body corporate,
trust, trustee, executor, administrator, legal representative or government,
including any Governmental Entity;

     "PLAN OF ARRANGEMENT" means this Plan of Arrangement involving Kinross
Subco, TVX and Echo Bay, as such plan may be amended, modified or supplemented
from time to time in accordance with the provisions hereof or any order of the
Court;

                                        2


     "PURCHASE" means the purchase by TVX of the interest owned indirectly by
Newmont Mining Corporation in the business venture formed by TVX with certain
subsidiaries of Newmont Mining Corporation to explore, develop and operate gold
properties in North America and South America;

     "STOCK OPTIONS" means the Echo Bay Stock Options and the TVX Stock Options;

     "TVX" means TVX Gold Inc., a corporation governed by the CBCA;

     "TVX COMMON SHARES" means the common shares in the capital of TVX
outstanding immediately prior to the Effective Date;

     "TVX STOCK OPTIONS" means all options to purchase TVX Common Shares issued
prior to the Effective Date and in full force and effect on the Effective Date
pursuant to the TVX stock option plan as that plan may be amended, if necessary,
prior to the Effective Date;

     "TVX WARRANT" means the warrant certificate evidencing the right to
purchase 8,000 TVX Common Shares dated August 13, 1999;

     "WARRANTS" means the Echo Bay Warrants and the TVX Warrant; and

     "WARRANT INDENTURE" means the Warrant Indenture dated May 9, 2002 between
Echo Bay and Computershare Trust Company of Canada providing for the issue of
39,100,000 Echo Bay share purchase warrants.

1.2 INTERPRETATION NOT AFFECTED BY HEADINGS

     The division of this Plan of Arrangement into Articles, Sections,
subsections and paragraphs and the insertion of headings are for convenience of
reference only and shall not affect in any way the meaning or interpretation of
this Plan of Arrangement.

1.3 ARTICLE REFERENCES

     Unless the contrary intention appears, references in this Plan of
Arrangement to an Article, Section, subsection or paragraph by number or letter
or both refer to the Article, Section, subsection or paragraph, respectively,
bearing that designation in this Plan of Arrangement.

1.4 NUMBER AND GENDER

     In this Plan of Arrangement, unless the contrary intention appears, words
importing the singular number only shall include the plural and vice-versa, and
words importing the use of any gender shall include all genders.

1.5 DATE FOR ANY ACTION

     If the date on which any action is required to be taken hereunder by any of
the parties is not a Business Day in the place where the action is required to
be taken, such action shall be required to be taken on the next succeeding day
which is a Business Day in such place.

1.6 GOVERNING LAW

     This Plan of Arrangement shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of Canada
applicable therein.

1.7 PAYMENTS

     Any payments to be made hereunder, including payments or exchanges of
shares and in respect of fractional securities shall be made without interest
and less any tax required by applicable Laws to be deducted and withheld.

                                        3


                                   ARTICLE 2
                 PURPOSE AND EFFECT OF THE PLAN OF ARRANGEMENT

2.1 THE COMBINATION AGREEMENT

     The Arrangement is made pursuant to and subject to the provisions of the
Combination Agreement.

2.2 THE EFFECTIVE TIME

     This Plan of Arrangement will, upon filing of the Articles of Arrangement
and the issuance of the Certificate of Arrangement, become effective in the
sequence set out in Section 3.2 (except as otherwise provided therein) and will
be binding from and after the Effective Time.

2.3 CONDITIONS PRECEDENT

     The implementation of this Plan of Arrangement is expressly subject to the
fulfilment or waiver, by the Party or Parties thereto entitled, of the
conditions precedent set out in the Combination Agreement.

                                   ARTICLE 3
                                THE ARRANGEMENT

3.1 EFFECTIVENESS

     Subject to the terms of the Combination Agreement, the Arrangement will
become effective in the sequence set out in Section 3.2 (except as otherwise
provided therein) and will be binding from and after the Effective Time on
Kinross Subco, TVX and Echo Bay and all registered and beneficial holders of TVX
Common Shares, Echo Bay Common Shares, Stock Options and Warrants.

3.2 THE ARRANGEMENT

     On the Effective Date and commencing at the Effective Time, immediately
following completion of the Purchase, the following shall occur or be deemed to
have occurred in the following order without further act or formality:

     (a)   Kinross Subco shall amalgamate with TVX to form Amalco;

     (b)   as a result of the amalgamation, holders of TVX Common Shares (other
           than Kinross) will receive for each TVX Common Share held:

        (i)   2.1667 Kinross Shares, if the Kinross Share Consolidation has been
              completed prior to the Effective Time; or

        (ii)   6.5 Kinross Common Shares, if the Kinross Share Consolidation has
               not been completed prior to the Effective Time;

     (c)   as a result of the amalgamation, Kinross, as the sole shareholder of
           Kinross Subco, will receive one Amalco Common Share in exchange for
           each common share of Kinross Subco held by Kinross and will receive
           one Amalco Common Share for all TVX Common Shares, if any, held or
           acquired by Kinross pursuant to the exercise of dissent rights;

     (d)   all right, title and interest of the registered and beneficial
           holders of the Echo Bay Common Shares, in Echo Bay Common Shares
           (other than Kinross), free and clear of any encumbrances, shall be
           directly transferred and assigned to Kinross, in consideration for
           Kinross Shares, on the basis of 0.1733 Kinross Share for each Echo
           Bay Common Share (or 0.52 Kinross Common Shares, if the Kinross Share
           Consolidation has not been completed prior to the Effective Date),
           with the result that Kinross will be the registered and beneficial
           owner of all Echo Bay Common Shares;

     (e)   in accordance with the terms of the TVX Options, each holder of a TVX
           Option shall be entitled to receive upon the subsequent exercise of
           such holder's TVX Option, in accordance with its terms, and shall
           accept in lieu of the number of TVX Common Shares to which such
           holder was theretofore entitled upon such exercise but for the same
           aggregate consideration payable therefor, the aggregate number of
           Kinross Shares

                                        4


           that such holder would have been entitled to receive as a result of
           the transactions contemplated by this Plan of Arrangement, if, on the
           Effective Date such holder had been the registered holder of the
           number of TVX Common Shares to which such holder was theretofore
           entitled upon such exercise. Kinross shall issue from time to time
           Kinross Shares on exercise of TVX Options in consideration for
           payment by Amalco to Kinross of the fair market value of such Kinross
           Shares;

     (f)   in accordance with the terms of the Echo Bay Options, each holder of
           an Echo Bay Option shall be entitled to receive upon the subsequent
           exercise of such holder's Echo Bay Option, in accordance with its
           terms, and shall accept in lieu of the number of Echo Bay Common
           Shares to which such holder was theretofore entitled upon such
           exercise but for the same aggregate consideration payable therefor,
           the aggregate number of Kinross Shares that such holder would have
           been entitled to receive as a result of the transactions contemplated
           by this Plan of Arrangement, if, on the Effective Date, such holder
           had been the registered holder of the number of Echo Bay Common
           Shares to which such holder was theretofore entitled upon such
           exercise. Kinross shall issue from time to time Kinross Shares on
           exercise of Echo Bay Options, in consideration for payment by Echo
           Bay to Kinross of the fair market value of such Kinross Shares;

     (g)   in accordance with the terms of the TVX Warrant, the holder of the
           TVX Warrant shall be entitled to receive upon subsequent exercise of
           the TVX Warrant in accordance with its terms, and shall accept in
           lieu of the number of TVX Common Shares to which such holder was
           theretofore entitled upon such exercise, but for the same aggregate
           consideration payable therefor, the aggregate number of Kinross
           Shares that such holder would have been entitled to receive as a
           result of the transactions contemplated by this Plan of Arrangement,
           if, on the Effective Date, such holder had been the registered holder
           of the number of TVX Common Shares to which such holder was
           theretofore entitled upon such exercise. Kinross shall issue Kinross
           Shares on exercise of the TVX Warrant; and

     (h)   in accordance with the terms of the Warrant Indenture, each holder of
           an Echo Bay Warrant shall be entitled to receive upon the subsequent
           exercise of such holder's Echo Bay Warrant, in accordance with its
           terms, and shall accept in lieu of the number of Echo Bay Common
           Shares to which such holder was theretofore entitled upon such
           exercise, but for the same aggregate consideration payable therefor,
           the aggregate number of Kinross Shares that such holder would have
           been entitled to receive as a result of the transactions contemplated
           by this Plan of Arrangement, if, on the Effective Date, such holder
           had been the registered holder of the number of Echo Bay Common
           Shares to which such holder was theretofore entitled upon such
           exercise. Kinross shall issue from time to time Kinross Shares on
           exercise of Echo Bay Warrants.

                                  ARTICLE FOUR
                               RIGHTS OF DISSENT

4.1 DISSENT RIGHTS

     Registered holders of TVX Common Shares and registered holders of Echo Bay
Common Shares may exercise rights of dissent in connection with the Plan of
Arrangement (the "Dissent Right") in the manner set forth in section 190 of the
CBCA (as modified by the Interim Order, the Final Order and this Section 4.1) as
if that section (as so modified) was applicable to such registered holders.
Dissenting Shareholders who:

     (a)   are ultimately entitled to be paid fair value for their TVX Common
           Shares shall have transferred and be deemed to have transferred their
           TVX Common Shares to Kinross at the Effective Time prior to the
           occurrence of any of the steps described in Section 3.2;

     (b)   are ultimately entitled to be paid fair value for their Echo Bay
           Common Shares shall have transferred and be deemed to have
           transferred their Echo Bay Common Shares to Kinross at the Effective
           Time prior to the occurrence of any of the steps described in Section
           3.2;

     (c)   are ultimately not entitled to be paid fair value, for any reason,
           for their TVX Common Shares shall have participated and shall be
           deemed to have participated in the Plan of Arrangement on the same
           basis as any non-Dissenting Shareholder as at and from the Effective
           Time and shall receive Kinross Shares on the basis set forth in
           Article 3; or

                                        5


     (d)   are ultimately not entitled to be paid fair value, for any reason,
           for their Echo Bay Common Shares shall have participated and shall be
           deemed to have participated in the Plan of Arrangement on the same
           basis as any non-Dissenting Shareholder as at and from the Effective
           Time and shall receive Kinross Shares on the basis set forth in
           Article 3.

SECTION 4.2 DISSENTING SHAREHOLDERS

     In no circumstances shall Kinross, TVX, Echo Bay, the transfer agent of any
of those companies or any other Person be required to recognize a Dissenting
Shareholder as a holder of TVX Common Shares or Echo Bay Common Shares and the
names of each Dissenting Shareholder shall be deleted from the register of
holders of TVX Common Shares or Echo Bay Common Shares, as the case may be, as
at the Effective Time.

                                  ARTICLE FIVE
                        CERTIFICATES; FRACTIONAL SHARES

SECTION 5.1 TVX COMMON SHARE CERTIFICATES

     From and after the Effective Time, certificates formerly representing TVX
Common Shares shall represent and be deemed to represent only the right to
receive Kinross Shares in accordance with this Plan of Arrangement, subject to
compliance with the provisions of Section 5.2 hereof.

SECTION 5.2 EXCHANGE OF TVX COMMON SHARE CERTIFICATES

     A holder of TVX Common Shares at the Effective Time shall be entitled to
receive the certificates representing Kinross Shares to which such holder is
entitled pursuant to the provisions hereof as soon as practical after the
Effective Date upon delivery to Kinross or the Depositary of a duly completed
letter of transmittal and the certificates formerly representing TVX Common
Shares. As soon as possible after the Effective Date a letter of transmittal
will be furnished to each registered holder of TVX Common Shares. The Depositary
shall register and make available or send certificates representing Kinross
Shares as directed in each properly completed letter of transmittal.
Notwithstanding any of the other provisions hereof, any certificate which
immediately prior to the Effective Time represented outstanding TVX Common
Shares that were exchanged for Kinross Shares in connection with the
amalgamation of Kinross Subco and TVX shall cease to represent a claim or
interest of any kind or nature against TVX and, if it has not been surrendered
with all other instruments required by this Section 5.2 on or prior to the sixth
anniversary of the Effective Date, shall cease to represent a claim or interest
of any kind or nature against Kinross. In such circumstances, the Person
ultimately entitled to any certificate hereunder shall be deemed to have
surrendered such entitlement to Kinross together with all entitlement to
dividends, distributions and cash for fractional interest therein held for such
former holder of TVX Common Shares for no consideration.

SECTION 5.3 ECHO BAY SHARE CERTIFICATES

     From and after the Effective Time, certificates formerly representing Echo
Bay Common Shares shall represent and be deemed to represent only the right to
receive Kinross Shares in accordance with this Plan of Arrangement, subject to
compliance with the provisions of Section 5.4 hereof.

SECTION 5.4 EXCHANGE OF ECHO BAY SHARE CERTIFICATES

     A holder of Echo Bay Common Shares at the Effective Time shall be entitled
to receive the certificates representing Kinross Shares to which such holder is
entitled pursuant to the provisions hereof as soon as practical after the
Effective Date upon delivery to Kinross or the Depositary of a duly completed
letter of transmittal and the certificates formerly representing Echo Bay Common
Shares. As soon as possible after the Effective Date a letter of transmittal
will be furnished to each registered holder of Echo Bay Common Shares. The
Depositary shall register and make available or send certificates representing
Kinross Shares as directed in each properly completed letter of transmittal.
Notwithstanding any of the other provisions hereof, any certificate which
immediately prior to the Effective Time represented outstanding Echo Bay Common
Shares that were exchanged for Kinross Shares in connection with this Plan of
Arrangement shall cease to represent a claim or interest of any kind or nature
against Echo Bay and, if it has not been surrendered with all other instruments
required by this Section 5.4 on or prior to the sixth anniversary of

                                        6


the Effective Date, shall cease to represent a claim or interest of any kind or
nature against Kinross. In such circumstances, the Person ultimately entitled to
any certificate hereunder shall be deemed to have surrendered such entitlement
to Kinross together with all entitlement to dividends, distributions and cash
for fractional interest thereon held for such former holder of Echo Bay Common
Shares for no consideration.

SECTION 5.5 FRACTIONAL SHARES

     No fractional Kinross Shares will be issued in connection with the
foregoing and any holder of TVX Common Shares, Echo Bay Common Shares or Stock
Options otherwise entitled to receive a fraction of a Kinross Share shall
instead receive an amount in cash determined on the basis that each Kinross
Share has a value equal to the volume-weighted average price of the Kinross
Shares on the Toronto Stock Exchange on the first five trading days on which
such shares trade on such exchange immediately following the Effective Date.

                                  ARTICLE SIX
                                    GENERAL

SECTION 6.1 EFFECTIVENESS

     No portion of this Plan of Arrangement shall take effect with respect to
any Person until the Effective Time.

SECTION 6.2 PARAMOUNTCY

     From and after the Effective Time (i) this Plan of Arrangement shall take
precedence and priority over any and all TVX Common Shares, Echo Bay Common
Shares, Stock Options and Warrants issued prior to the Effective Time; (ii) the
rights and obligations of the registered holders of TVX Common Shares, Echo Bay
Common Shares, Stock Options, Warrants, any trustee or transfer agent therefore,
Kinross Subco, TVX and Echo Bay shall be solely as provided for in this Plan of
Arrangement and (iii) all actions, causes of action, claims or proceedings
(actual or contingent and whether or not previously asserted) based on or in any
way relating to any TVX Common Shares, Echo Bay Common Shares, Stock Options or
Warrants shall be deemed to have been settled, compromised, released and
determined without liability except as set forth herein.

SECTION 6.3 AMENDMENT

     (1)   The Parties reserve the right to amend, modify and/or supplement this
           Plan of Arrangement at any time and from time to time provided that
           any such amendment, modification or supplement must be contained in a
           written document which is (i) agreed to by the Parties pursuant to
           the Combination Agreement, (ii) filed with the Court and, if made
           following the Meetings (or any of them) approved by the Court and
           (iii) if so required, communicated to shareholders in the manner
           required by the Court.

     (2)   Any amendment, modification or supplement to this Plan of Arrangement
           may be proposed by the Parties at any time prior to or at the
           Meetings, with or without any prior notice or communication, and if
           so proposed and accepted by the persons voting at the Meetings (other
           than as may be required under the Interim Order) shall become part of
           this Plan of Arrangement for all purposes.

     (3)   Any amendment, modification or supplement to this Plan of Arrangement
           which is approved by the Court following the Meetings shall be
           effective only if it is agreed to by the Parties pursuant to the
           Combination Agreement.

     (4)   Any amendment, modification or supplement to this Plan of Arrangement
           may be made unilaterally by the Parties after the Effective Date
           without the approval of the shareholders of each such Party, provided
           that (i) it is agreed to by the Parties pursuant to the Combination
           Agreement and (ii) it concerns a matter which, in the reasonable
           opinion of the Parties, is of an administrative or ministerial nature
           required to better give effect to the implementation of this Plan of
           Arrangement and is not materially adverse to the financial or
           economic interests of any of the shareholders of such Party.

                                        7


SECTION 6.4 TERMINATION

     At any time up until the time the Final Order is made, the Parties may
mutually determine not to proceed with this Plan of Arrangement, or to terminate
this Plan of Arrangement, notwithstanding any prior approvals given at any of
the Meetings. In addition to the foregoing, this Plan of Arrangement shall
automatically and without notice, terminate immediately and be of no further
force or effect, upon the termination of the Combination Agreement in accordance
with its terms.

SECTION 6.5 FURTHER ASSURANCES

     Notwithstanding that the transaction and events set out in this Plan of
Arrangement shall occur and be deemed to have occurred in the order set out
herein, without any additional act or formality, each of the Persons affected
hereby shall make, do and execute, or cause to be made, done and executed, all
such further acts, deeds, agreements, transfers, assurances, instruments or
documents as may reasonably be required by the Parties in order to implement
this Plan of Arrangement.

SECTION 6.6 NOTICES

     Any notice, consent, waiver, direction or other communication required or
permitted to be given under this Plan of Arrangement shall be in writing and
shall refer to this Plan of Arrangement and may be made or given by the Person
making or giving it or by any agent of such Person authorized for that purpose
by personal delivery, by prepaid mail or by telecopier addressed to the
respective Parties as follows:

     (a)   if to Kinross Subco:

       Kinross Gold Corporation
        52nd Floor
        Scotia Plaza
        40 King Street West
        Toronto, Ontario
        M5H 3Y2

        Attention: John W. Ivany
                Executive Vice-President
                Fax: (416) 363-6622

     (b)   if to TVX:

       TVX Gold Inc.
        Suite 1200
        220 Bay Street
        Toronto, Ontario
        M5J 2W4

        Attention: T. Sean Harvey
                President and Chief Executive Officer
                Fax: (416) 366-0832

     (c)   if to Echo Bay:

       Echo Bay Mines Ltd.
        Manulife Place
        Suite 1210
        10180 101 Street
        Edmonton, Alberta
        T5J 3S4

        Attention: Robert Leclerc
                Chairman and Chief Executive Officer
                Fax: (780) 424-4684
                                        8


     (d)   if to a shareholder of Kinross, TVX or Echo Bay to the last known
           address for such shareholder as shown on the books maintained by the
           transfer agent of each Party.

     Any such notice, consent, waiver, direction or other communication shall,
if delivered, be deemed to have been given and received on the date on which it
was delivered to the address provided herein (if prior to 4:00 p.m. at the place
of receipt on a Business Day, or if not, on the next Business Day) and if sent
by facsimile transmission be deemed to have been given and received at the time
of receipt unless actually received on a day other than a Business Day or after
4:00 p.m. at the place of receipt on a Business Day in which case it shall be
deemed to have been given and received on the next Business Day. Any such
address for service or facsimile number may be changed by notice given as
aforesaid.

                                        9


                                                                       EXHIBIT D

                               SECTION 190 OF THE
                        CANADA BUSINESS CORPORATIONS ACT

     190. (1) RIGHT TO DISSENT -- Subject to sections 191 and 241, a holder of
shares of any class of a corporation may dissent if the corporation is subject
to an order under paragraph 192(4)(d) that affects the holder or if the
corporation resolves to

     (a)   amend its articles under section 173 or 174 to add, change or remove
        any provisions restricting or constraining the issue, transfer or
        ownership of shares of that class;

     (b)   amend its articles under section 173 to add, change or remove any
        restriction on the business or businesses that the corporation may carry
        on;

     (c)   amalgamate otherwise than under section 184;

     (d)   be continued under section 188;

     (e)   sell, lease or exchange all or substantially all its property under
        subsection 189(3); or

     (f)   carry out a going-private transaction or a squeeze-out transaction.

     (2) FURTHER RIGHT -- A holder of shares of any class or series of shares
entitled to vote under section 176 may dissent if the corporation resolves to
amend its articles in a manner described in that section.

     (2.1) IF ONE CLASS OF SHARES -- The right to dissent described in
subsection (2) applies even if there is only one class of shares.

     (3) PAYMENT FOR SHARES -- In addition to any other right the shareholder
may have, but subject to subsection (26), a shareholder who complies with this
section is entitled, when the action approved by the resolution from which the
shareholder dissents or an order made under subsection 192(4) becomes effective,
to be paid by the corporation the fair value of the shares in respect of which
the shareholder dissents, determined as of the close of business on the day
before the resolution was adopted or the order was made.

     (4) NO PARTIAL DISSENT -- A dissenting shareholder may only claim under
this section with respect to all the shares of a class held on behalf of any one
beneficial owner and registered in the name of dissenting shareholder.

     (5) OBJECTION -- A dissenting shareholder shall send to the corporation, at
or before any meeting of shareholders at which a resolution referred to in
subsection (1) or (2) is to be voted on, a written objection to the resolution,
unless the corporation did not give notice to the shareholder of the purpose of
the meeting and of their right to dissent.

     (6) NOTICE OF RESOLUTION -- The corporation shall, within ten days after
the shareholders adopt the resolution, send to each shareholder who has filed
the objection referred to in subsection (5) notice that the resolution has been
adopted, but such notice is not required to be sent to any shareholder who voted
for the resolution or who has withdrawn their objection.

     (7) DEMAND FOR PAYMENT -- A dissenting shareholder shall, within twenty
days after receiving a notice under subsection (6) or, if the shareholder does
not receive such notice, within twenty days after learning that the resolution
has been adopted, send to the corporation a written notice containing

     (a)   the shareholder's name and address;

     (b)   the number and class of shares in respect of which the shareholder
        dissents; and

     (c)   a demand for payment of the fair value of such shares.

     (8) SHARE CERTIFICATE -- A dissenting shareholder shall, within thirty days
after sending a notice under subsection (7), send the certificates representing
the shares in respect of which the shareholder dissents to the corporation or
its transfer agent.

     (9) FORFEITURE -- A dissenting shareholder who fails to comply with
subsection (8) has no right to make a claim under this section.
                                        1


     (10) ENDORSING CERTIFICATE -- A corporation or its transfer agent shall
endorse on any share certificate received under subsection (8) a notice that the
holder is a dissenting shareholder under this section and shall forthwith return
the share certificates to the dissenting shareholder.

     (11) SUSPENSION OF RIGHTS -- On sending a notice under subsection (7), a
dissenting shareholder ceases to have any rights as a shareholder other than to
be paid the fair value of their shares as determined under this section except
where

     (a)   the shareholder withdraws that notice before the corporation makes an
        offer under subsection (12),

     (b)   the corporation fails to make an offer in accordance with subsection
        (12) and the shareholder withdraws the notice, or

     (c)   the directors revoke a resolution to amend the articles under
        subsection 173(2) or 174(5), terminate an amalgamation agreement under
        subsection 183(6) or an application for continuance under subsection
        188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder's rights are reinstated as of the date the notice
was sent.

     (12) OFFER TO PAY -- A corporation shall, not later than seven days after
the later of the day on which the action approved by the resolution is effective
or the day the corporation received the notice referred to in subsection (7),
send to each dissenting shareholder who has sent such notice

     (a)   a written offer to pay for their shares in an amount considered by
        the directors of the corporation to be the fair value, accompanied by a
        statement showing how the fair value was determined; or

     (b)   if subsection (26) applies, a notification that it is unable lawfully
        to pay dissenting shareholders for their shares.

     (13) SAME TERMS -- Every offer made under subsection (12) for shares of the
same class or series shall be on the same terms.

     (14) PAYMENT -- Subject to subsection (26), a corporation shall pay for the
shares of a dissenting shareholder within ten days after an offer made under
subsection (12) has been accepted, but any such offer lapses if the corporation
does not receive an acceptance thereof within thirty days after the offer has
been made.

     (15) CORPORATION MAY APPLY TO COURT -- Where a corporation fails to make an
offer under subsection (12), or if a dissenting shareholder fails accept an
offer, the corporation may, within fifty days after the action approved by the
resolution is effective or within such further period as a court may allow,
apply to a court to fix a fair value for the shares of any dissenting
shareholder.

     (16) SHAREHOLDER APPLICATION TO COURT -- If a corporation fails to apply to
a court under subsection (15), a dissenting shareholder may apply to a court for
the same purpose within a further period of twenty days or within such further
period as a court may allow.

     (17) VENUE -- An application under subsection (15) or (16) shall be made to
a court having jurisdiction in the place where the corporation has its
registered office or in the province where the dissenting shareholder resides if
the corporation carries on business in that province.

     (18) NO SECURITY FOR COSTS -- A dissenting shareholder is not required to
give security for costs in an application made under subsection (15) or (16).

     (19) PARTIES -- On an application to a court under subsection (15) or (16),

     (a)   all dissenting shareholders whose shares have not been purchased by
        the corporation shall be joined as parties and are bound by the decision
        of the court; and

     (b)   the corporation shall notify each affected dissenting shareholder of
        the date, place and consequences of the application and of their right
        to appear and be heard in person or by counsel.

     (20) POWERS OF COURT -- On an application to a court under subsection (15)
or (16), the court may determine whether any other person is a dissenting
shareholder who should be joined as a party, and the court shall then fix a fair
value for the shares of all dissenting shareholders.
                                        2


     (21) APPRAISERS -- A court may in its discretion appoint one or more
appraisers to assist the court to fix a fair value for the shares of the
dissenting shareholders.

     (22) FINAL ORDER -- The final order of a court shall be rendered against
the corporation in favour of each dissenting shareholder and for the amount of
his shares as fixed by the court.

     (23) INTEREST -- A court may in its discretion allow a reasonable rate of
interest on the amount payable to each dissenting shareholder from the date the
action approved by the resolution is effective until the date of payment.

     (24) NOTICE THAT SUBSECTION (26) APPLIES -- If subsection (26) applies, the
corporation shall, within ten days after the pronouncement of an order under
subsection (22), notify each dissenting shareholder that it is unable lawfully
to pay dissenting shareholders for their shares.

     (25) EFFECT WHERE SUBSECTION (26) APPLIES -- If subsection (26) applies, a
dissenting shareholder, by written notice delivered to the corporation within
thirty days after receiving a notice under subsection (24), may

     (a)   withdraw their notice of dissent, in which case the corporation is
        deemed to consent to the withdrawal and the shareholder is reinstated to
        their full rights as a shareholder; or

     (b)   retain a status as a claimant against the corporation, to be paid as
        soon as the corporation is lawfully able to do so or, in a liquidation,
        to be ranked subordinate to the rights of creditors of the corporation
        but in priority to its shareholders.

     (26) LIMITATION -- A corporation shall not make a payment to a dissenting
shareholder under this section if there are reasonable grounds for believing
that

     (a)   the corporation is or would after the payment be unable to pay its
        liabilities as they become due; or

     (b)   the realizable value of the corporation's assets would thereby be
        less than the aggregate of its liabilities.

                                        3



                         (BOWNE LOGO)

                                                               PRINTED IN CANADA
                                                                    X07509


                              ECHO BAY MINES LTD.
                        SPECIAL MEETING OF SHAREHOLDERS
                    TO BE HELD ON THE  -- DAY OF  -- , 2002

     The undersigned shareholder of ECHO BAY MINES LTD. appoints ROBERT LEIGH
LECLERC, or failing him LOIS-ANN L. BRODRICK or instead of them or either of
them ____________________ as proxy of the undersigned with full power of
substitution, to attend, vote and otherwise act for and on behalf of the
undersigned in respect of all matters, including amendments thereto, that may
come before the special meeting of shareholders to be held on the  -- day of
 -- 2002, and at an adjournment of the special meeting, with the same power the
undersigned would have if the undersigned were present at the special meeting,
or an adjournment of the special meeting, and without limiting the generality of
the foregoing, the proxy is directed to vote or refrain from voting as specified
below:

     to vote FOR [ ] or AGAINST [ ] or WITHHOLD vote [ ] on a special resolution
     approving the plan of arrangement whereby Echo Bay Mines Ltd., Kinross Gold
     Corporation and TVX Gold Inc. will combine their respective businesses, as
     particularly described in the accompanying Management Information Circular
     and Management Information Circular Supplement.


                                                 
    DATED _______________, 2002                     --------------------------------------------
                                                    Signature of Shareholder


(1)  If a shareholder specifies a choice with respect to the matter, the shares
     represented by the proxy will be voted for or against or withheld from
     voting in respect of the matter on any ballot that may be called for.

(2)  If this proxy is not dated in the provided space, it is deemed to bear the
     date on which it is mailed by the person making the solicitation.

                                  INSTRUCTIONS

     If you are unable to attend the special meeting of shareholders in person,
please fill in and sign this form of proxy and return it in this resealable self
addressed envelope.

     1. THIS PROXY IS SOLICITED BY THE MANAGEMENT OF THE ECHO BAY MINES LTD.

     2. If a shareholder wishes to be represented at the special meeting by
        proxy, the proxy must be dated and executed by the shareholder or the
        shareholder's attorney authorized in writing or, if the shareholder is a
        corporation, under its corporate seal or by an officer or attorney of
        the corporation duly authorized.

     3. UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE VOTED FOR THE SPECIAL
        RESOLUTION APPROVING THE PLAN OF ARRANGEMENT WHEREBY ECHO BAY MINES
        LTD., KINROSS GOLD CORPORATION AND TVX GOLD INC. WILL COMBINE THEIR
        RESPECTIVE BUSINESSES. This form of proxy confers discretionary
        authority with respect to any amendments to matters identified in the
        Notice of Special Meeting or other matters that may properly come before
        the special meeting.

     4. A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OTHER THAN THE PERSONS
        DESIGNATED IN THIS FORM OF PROXY TO ATTEND AND ACT ON BEHALF OF THE
        SHAREHOLDER AT THE SPECIAL MEETING. THE PERSON NEED NOT BE A
        SHAREHOLDER. This right may be exercised either by inserting in the
        space provided the name of the person or by completing another proper
        form of proxy.