FILED BY KINROSS GOLD CORPORATION
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14d-2
OF THE SECURITIES EXCHANGE ACT OF 1934
[LOGO] KINROSS SUBJECT COMPANY: CROWN RESOURCES CORPORATION
GOLD CORPORATION COMMISSION FILE No. 000-17480
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KINROSS GOLD CORPORATION ENTERS INTO A LETTER OF INTENT TO ACQUIRE
CROWN RESOURCES CORPORATION
TORONTO, ONTARIO, AND DENVER, COLORADO, OCTOBER 8, 2003 . . . KINROSS GOLD
CORPORATION (TSX-K; NYSE-KGC) ("KINROSS") AND CROWN RESOURCES CORPORATION
(OTCBB-CRCE) ("CROWN") are pleased to announce that the two companies have
executed a Letter of Intent whereby Kinross will acquire Crown and its
100%-owned Buckhorn Mountain gold deposit located in north central Washington
State, USA, approximately 67 kilometres by road from Kinross' Kettle River gold
milling facility.
Under the terms of the Letter of Intent, shareholders of Crown will receive
0.2911 shares of Kinross for each share of Crown. Assuming all of Crown's
warrants, options and convertible debentures are converted, a total of
approximately 13.1 million common shares of Kinross will be issued upon the
completion of the transaction. Before the transaction contemplated by the Letter
of Intent becomes binding, execution of definitive documentation and respective
board approvals are required. The transaction is also subject to regulatory
approvals, the successful completion of due diligence and a minimum two-thirds
approval at a special meeting of Crown shareholders. The objective is to close
the transaction before year-end. Prior to the completion of the acquisition,
Crown would dividend to its shareholders its approximate 41% equity interest in
Solitario Resources Corporation (TSX-SLR).
The Buckhorn Mountain gold deposit is a high-grade skarn gold deposit located
240 kilometres northwest of Spokane, Washington. As at December 31, 2002, Crown
had reported total proven and probable reserves of 1.94 million tonnes grading
13.44 grams per tonne gold and further mineralized material of 1.07 million
tonnes grading 13.82 grams per tonne gold. In late 2002 and early 2003, Crown
completed a very successful 41-hole infill diamond drilling program designed to
upgrade some of the mineralized material to the proven and probable category.
With the assistance of an independent consulting engineering firm, Kinross is
currently updating the Buckhorn Mountain reserve and mineralized material
estimates with the new data reported by Crown in their press releases of January
23rd, February 25th and April 10th, 2003, available at www.crownresources.com.
The objective is to prepare reserve and resource estimates that are compliant to
Canadian National Instrument 43-101. The focus of these efforts is a high-grade
underground mining scenario that minimizes surface disturbance and environmental
impacts while providing significant economic benefits to the State and local
communities.
The current plan, which contemplates the development of an underground mine
rather than an open pit mine, positively addresses major environmental concerns
identified during previous permitting efforts. Kinross is confident that by
working in conjunction with Federal, State and local agencies as well as other
stakeholders, the permitting process, initiated by Crown, will be successful in
obtaining the necessary regulatory approvals to develop an underground mine in a
timely manner. In conjunction with the permitting process, Kinross will review
potential synergies between its Kettle River operation and the Buckhorn Mountain
deposit.
Chris Herald, President and CEO of Crown stated, "Kinross, through a subsidiary
company, has a proven track record of permitting and operating gold mining
projects in Washington State. We believe, as a senior gold mining company,
Kinross' mining expertise and financial strength
52nd Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H 3Y2
Telephone (416) 365-5123 Fax (416) 363-6622
should result in the expeditious advancement of the Buckhorn Mountain gold
project and provide the optimum benefit from this valuable asset."
Bob Buchan, President and CEO of Kinross added, "This acquisition is a building
block towards our goal of increasing reserves and production, and decreasing our
total cash costs per ounce through accretive acquisitions. We have been
encouraged by the recent legislative changes in the State of Washington, which
have improved the business climate and the opportunity for the development of
the high quality Buckhorn Mountain gold project. With our underground mining
expertise in Washington State and the recent exploration success at Kinross'
Emanuel Creek deposits, we look forward to the continuation of successful
operations in the district while continuing the partnerships established with
the local communities."
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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 and Crown, 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. Development of Buckhorn Mountain is
subject to the successful completion and implementation of an economically
viable mining plan, obtaining the necessary permits and approvals from various
regulatory authorities, and compliance with operating parameters established by
such authorities. Important factors that could cause actual results to differ
materially from Kinross' and Crown's expectations are disclosed under the
heading "Risk Factors" and elsewhere in Kinross' and Crown's documents filed
from time to time with the Toronto Stock Exchange, the United States Securities
and Exchange Commission and other regulatory authorities.
WHERE TO FIND ADDITIONAL INFORMATION ABOUT THE ACQUISITION:
This press release is not, and is not intended to be, a solicitation of proxies
or an offer of securities. Kinross intends to file with the Securities and
Exchange Commission ("SEC") a registration statement that will include a proxy
statement on behalf of Crown and a prospectus on behalf of Kinross, and other
relevant documents in connection with the proposed acquisition. Investors and
security holders of Kinross and Crown are urged to read the proxy
statement/prospectus and other relevant materials, when they become available,
as they will contain important information about Kinross, Crown and the proposed
acquisition. The proxy statement/prospectus and other relevant materials, and
any other documents filed by Kinross or Crown with the SEC, may be obtained free
of charge at the SEC's website at www.sec.gov, when filed. A free copy of the
joint proxy statement/prospectus and other relevant materials may also be
obtained from Kinross, when available.
Crown and its officers and directors may be deemed to be participants in the
solicitation of proxies from its stockholders with respect to the transactions
contemplated by the proposed acquisition. A description of the interests of the
directors and executive officers of Crown will be contained in the definitive
proxy statement/ prospectus and the other relevant documents filed with the SEC.
For further information from Kinross, e-mail info@kinross.com or contact:
ROBERT M. BUCHAN GORDON A. MCCREARY CARL B. HANSEN
President and Vice President Director Investor Relations
Chief Executive Officer Corporate Affairs
Tel. (416) 365-5650 Tel. (416) 365-5132 Tel: (416) 365-5673
For further information from Crown, contact:
CHRISTOPHER E. HERALD DEBBIE W. MINO
President and Vice President
Chief Executive Officer Investor Relations
Tel. (303) 534-1030 Tel. (800) 229-6827
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