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RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
CUMBERLAND RESOURCES LTD.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
23077R
----------------------------------------
(CUSIP Number)
KEITH L. POPE
PARR, WADDOUPS, BROWN, GEE & LOVELESS
185 SOUTH STATE STREET, SUITE 1300
SALT LAKE CITY, UT 84111
(801) 532-7840
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
APRIL 22, 2004
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) OR 240.13d-1(g), check the following box. [ ].
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
ss.240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
Page 1 of 8
CUSIP No. 23077R
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1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
KINROSS GOLD CORPORATION; EIN 650430083
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a)________________________________
(b)________________________________
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) X
---
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6 Citizenship or Place of Organization
PROVINCE OF ONTARIO
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7 Sole Voting Power
4,787,300
Number of ----------------------------------------------------
Shares
Beneficially 8 Shared Voting Power
Owned by
Each -0-
Reporting ----------------------------------------------------
Person
With 9 Sole Dispositive Power
4,787,300
----------------------------------------------------
10 Shared Dispositive Power
-0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
4,787,300
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
8.8%
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14 Type of Reporting Person (See Instructions)
CO
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Page 2 of 8
Item 1. Security and Issuer
(a) Title of Class of Equity Securities:
COMMON STOCK (THE "COMMON STOCK")
(b) Name of Issuer:
CUMBERLAND RESOURCES LTD. ("CUMBERLAND")
(c) Address of Issuer's Principal Executive Office:
BOX 72 ONE BENTALL CENTRE
950-505 BURRARD ST.
VANCOUVER, BRITISH COLUMBIA
CANADA V7X 1M4
Item 2. Identity and Background
(a) Name:
KINROSS GOLD CORPORATION ("KINROSS")
(b) Business or Residence address:
SUITE 5200, 40 KING STREET WEST, TORONTO, ONTARIO M5H 3Y2
(c) Present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted:
KINROSS IS ENGAGED IN THE BUSINESS OF MINING AND PROCESSING OF
GOLD AND SILVER ORE AND THE EXPLORATION FOR AND ACQUISITION
AND DEVELOPMENT OF GOLD BEARING PROPERTIES.
(d) Whether or not, during the last five years, such person has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and, if so, give the
dates, nature of conviction, name and location of court, and
penalty imposed, or other disposition of the case:
DURING THE LAST FIVE YEARS, NEITHER KINROSS NOR ITS EXECUTIVE
OFFICERS OR DIRECTORS HAS BEEN CONVICTED IN A CRIMINAL
PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR
MISDEMEANORS).
(e) Whether or not, during the last five years, such person was a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws; and,
if so, identify and describe such proceedings and summarize
the terms of such judgment, decree or final order:
EXCEPT AS SET FORTH BELOW, DURING THE LAST FIVE YEARS, NEITHER
KINROSS NOR ITS EXECUTIVE OFFICERS OR DIRECTORS HAS BEEN A
PARTY TO A CIVIL PROCEEDING OF A JUDICIAL OR ADMINISTRATIVE
BODY OF COMPETENT JURISDICTION, THE RESULT OF WHICH HAS MADE
IT ONCE OR NOW SUBJECT TO A JUDGMENT, DECREE OR FINAL ORDER
ENJOINING FUTURE VIOLATIONS OF, OR PROHIBITING OR MANDATING
ACTIVITIES SUBJECT TO, FEDERAL OR STATE SECURITIES LAWS OR
FINDING ANY VIOLATION WITH RESPECT TO SUCH LAWS.
Page 3 of 8
MR. JOHN IVANY, THE EXECUTIVE VICE PRESIDENT OF KINROSS WAS
THE SUBJECT OF ENFORCEMENT PROCEEDINGS BY THE ALBERTA
SECURITIES COMMISSION IN RE CARTAWAY RESOURCES CORP. IN ITS
ORDER DATED FEBRUARY 22, 2001, THE ALBERTA SECURITIES
COMMISSION FOUND THAT MR. IVANY, AS CHIEF EXECUTIVE OFFICER OF
CARTAWAY RESOURCES CORP., HAD ALLOWED THE ISSUANCE OF A PRESS
RELEASE WHICH CONTAINED A MATERIAL FACTUAL ERROR IN VIOLATION
OF THE SECURITIES LAWS OF THE PROVINCE OF ALBERTA. AS A
RESULT, MR. IVANY WAS PROHIBITED FROM ACTING AS A DIRECTOR OR
OFFICER OF ANY JUNIOR ISSUER FOR A PERIOD OF FIVE YEARS AND
ORDERED TO PAY COSTS IN THE AMOUNT OF CDN. $20,000. THE
ALBERTA SECURITIES COMMISSION DEFINED A "JUNIOR ISSUER" AS AN
ISSUER THAT HAS (I) CONSOLIDATED TOTAL ASSETS OF LESS THAN
CDN. $10,000,000 AS SHOWN IN THE MOST RECENT BALANCE SHEET OF
THE ISSUER, (II) CONSOLIDATED REVENUE OF LESS THAN CDN.
$10,000,000 AS SHOWN IN THE MOST RECENT ANNUAL INCOME
STATEMENT OF THE ISSUER, OR (III) SHAREHOLDERS' EQUITY OF LESS
THAN CDN. $10,000,000 AS SHOWN IN THE MOST RECENT BALANCE
SHEET OF THE ISSUER. KINROSS IS NOT A JUNIOR ISSUER UNDER
THESE GUIDELINES.
(f) Citizenship:
KINROSS IS AN ONTARIO CORPORATION.
THE INFORMATION REQUIRED BY ITEM C OF THE GENERAL INSTRUCTIONS
RELATING TO THE EXECUTIVE OFFICERS AND DIRECTORS OF KINROSS IS
SET FORTH ON APPENDIX A HERETO, WHICH IS INCORPORATED HEREIN
BY THIS REFERENCE.
Item 3. Source and Amount of Funds or Other Consideration
ON APRIL 21, 2004, KINROSS PURCHASED 425,900 SHARES OF THE
COMMON STOCK ON THE OPEN MARKET AT PRICES RANGING FROM
$1.80/SHARE TO $1.85/SHARE. ON APRIL 22, 2004, KINROSS
PURCHASED AN ADDITIONAL 3,161,400 SHARES OF THE COMMON STOCK
ON THE OPEN MARKET AT PRICES RANGING FROM $1.85/SHARE TO
$1.95/SHARE. ON APRIL 23, 2004, KINROSS PURCHASED 1,200,000
SHARES OF THE COMMON STOCK ON THE OPEN MARKET AT A PRICE OF
$1.95/SHARE. THE SOURCE OF THE FUNDS USED FOR SUCH PURCHASES
WAS THE WORKING CAPITAL OF KINROSS.
Item 4. Purpose of Transaction
KINROSS PURCHASED THE SHARES OF THE COMMON STOCK FOR
INVESTMENT PURPOSES AND RESERVES THE RIGHT TO PURCHASE
ADDITIONAL SHARES OF THE COMMON STOCK OR TO DISPOSE OF SHARES
OF THE COMMON STOCK IN THE OPEN MARKET, IN PRIVATELY
NEGOTIATED TRANSACTIONS OR IN ANY OTHER LAWFUL MANNER IN THE
FUTURE. KINROSS PRESENTLY HAS NO PLANS OR PROPOSALS WHICH
RELATE TO OR WOULD RESULT IN ANY ACTION ENUMERATED IN
SUBPARAGRAPHS (A) THROUGH (J) OF THE INSTRUCTIONS FOR ITEM 4
OF SCHEDULE 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) KINROSS HAS THE SOLE POWER TO VOTE, DIRECT THE
VOTE, DISPOSE AND DIRECT THE DISPOSITION OF 4,787,300 SHARES
OF THE COMMON STOCK, WHICH REPRESENTS 8.8% OF THE OUTSTANDING
SHARES OF THE COMMON STOCK.
(c) SEE ITEM 3 ABOVE.
Page 4 of 8
-171-
(d) NO OTHER PERSON IS KNOWN TO HAVE THE RIGHT TO RECEIVE
OR THE POWER TO DIRECT THE RECEIPT OF DIVIDENDS FROM, OR THE
PROCEEDS FROM THE SALE OF, THE SHARES OF THE COMMON STOCK
ACQUIRED BY KINROSS.
(e) NOT APPLICABLE.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
THERE ARE NO CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS (LEGAL OR OTHERWISE) BETWEEN THE PERSONS NAMED
IN ITEM 2 AND ANY OTHER PERSON WITH RESPECT TO ANY SECURITIES
OF CUMBERLAND, INCLUDING BUT NOT LIMITED TO TRANSFER OR VOTING
OF ANY OF THE SECURITIES, FINDERS' FEES, JOINT VENTURES, LOANS
OR OPTION ARRANGEMENTS, PUTS OR CALLS, GUARANTEES OF PROFITS,
DIVISION OF PROFITS OR LOSS, OR THE GIVING OR WITHHOLDING OF
PROXIES. NO SECURITIES ARE PLEDGED OR OTHERWISE SUBJECT TO A
CONTINGENCY, THE OCCURRENCE OF WHICH WOULD GIVE ANOTHER PERSON
VOTING POWER OR INVESTMENT POWER OVER SUCH SECURITIES.
Item 7. Material to Be Filed as Exhibits
NONE.
Page 5 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
KINROSS GOLD CORPORATION
April 30, 2004 By: /s/ Shelley M. Riley
------------------------ --------------------------------
Date Shelley M. Riley, Secretary
Page 6 of 8
APPENDIX A
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EXECUTIVE OFFICERS AND DIRECTORS OF
KINROSS GOLD CORPORATION
Name/Title Business Address Citizenship
---------- ---------------- -----------
John A. Brough Torwest Inc. Canada
Director 3125 Windsor Blvd.
Vero Beach, FL 32963
Robert M. Buchan Scotia Plaza, Suite 5200 Canada
President, Chief Executive 40 King Street West
Officer and Director Toronto, Ontario M5H 3Y2
Arthur H. Ditto P.O. Box 20160 Canada
Director Wickenberg, AZ 85358
John A. Keyes 10 Windhaven Dr. Canada
Director The Woodlands, TX 77381
John M. H. Huxley Algonquin Power System Inc. Canada
Director Unit 210
2085 Hurontario Street
Mississauga, Ontario
L5A 4G1
Cameron A. Mingay Scotia Plaza, Suite 2100 Canada
Director 40 King Street West
Toronto, Ontario M5H 3Y2
John E. Oliver Scotiabank Canada
Independent Chairman and Atlantic Regional Office
Director 1709 Hollis Street, 6th Floor
Halifax, Nova Scotia
B3J 3B7
John W. Ivany Scotia Plaza, Suite 5200 Canada
Executive Vice President 40 King Street West
Toronto, Ontario M5H 3Y2
Brian W. Penny Scotia Plaza, Suite 5200 Canada
Vice President, Finance and 40 King Street West
Chief Financial Officer Toronto, Ontario M5H 3Y2
Scott A. Caldwell Scotia Plaza, Suite 5200 U.S.
Executive Vice President, Chief 40 King Street West
Operating Officer and Director Toronto, Ontario M5H 3Y2
Jerry W. Danni Scotia Plaza, Suite 5200 U.S.
Vice President, 40 King Street West
Environmental Affairs Toronto, Ontario M5H 3Y2
Page 7 of 8
Name/Title Business Address Citizenship
---------- ---------------- -----------
Christopher T. Hill Scotia Plaza, Suite 5200 Canada
Vice President, Investor 40 King Street West
Relations, and Treasurer Toronto, Ontario M5H 3Y2
Gordon A. McCreary Scotia Plaza, Suite 5200 Canada
Vice President, Corporate 40 King Street West
Affairs Toronto, Ontario M5H 3Y2
Ronald W. Stewart Scotia Plaza, Suite 5200 Canada
Vice President, Exploration 40 King Street West
Toronto, Ontario M5H 3Y2
Allan D. Schoening Scotia Plaza, Suite 5200 Canada
Vice President, Human 40 King Street West
Resources and Community Toronto, Ontario M5H 3Y2
Relations
Shelley M. Riley Scotia Plaza, Suite 5200 Canada
Corporate Secretary 40 King Street West
Toronto, Ontario M5H 3Y2
Richard S. Hallisey 30 South Drive Canada
Director Toronto, Ontario M4W 1R1
George A. Michals One Toronto Street, Canada
Director Suite 200
Toronto, Ontario M5C 2V6
Rodney A. Cooper Scotia Plaza, Suite 5200 Canada
Vice President, Technical 40 King Street West
Services Toronto, Ontario M5H 3Y2
Alan R. Edwards Scotia Plaza, Suite 5200 U.S.
Vice President, Operations 40 King Street West
Toronto, Ontario M5H 3Y2
Andrew F. Kaczmarek Scotia Plaza, Suite 5200 U.S.
Vice President, Project 40 King Street West
Development Toronto, Ontario M5H 3Y2
Page 8 of 8