UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2002.
KINROSS GOLD CORPORATION
52nd Floor, Scotia Plaza, 40 King Street West
Toronto, Ontario M5H 3Y2
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F |_| Form 40-F [x]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes |_| No [x]
Page 2
INDEX
Press Release dated September 13, 2002 Page 3
Material Change Report dated September 13, 2002 Page 4-5
Signature Page Page 6
Page 3
Press Release
Toronto, Canada - September 13, 2002 - Kinross Gold Corporation (TSX-K;
Amex-KGC) announces that its 54.7% owned Russian subsidiary, Omolon Gold Mining
Company, 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.
Robert M. Buchan, President and CEO stated "This heavy handed tactic is, in our
experience, not unusual in the context of dispute resolution in Russia and
Omolon anticipates finalizing the settlement agreement by early next week.
Ordinarily we do not comment on the status of confidential negotiations and
would prefer to wait until agreements are concluded. To date the freeze order
has not impacted Omolon's ability to operate."
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. As previously disclosed, 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.
Omolon has over the past 18 months attempted to achieve an amicable settlement
by negotiating with both the Administration and with representatives of the
shareholders. The settlement would see Omolon purchasing the shares of the
Russian shareholders for an amount which would enable the shareholders to retire
the outstanding debt to the Administration. This week the settlement was
advanced by the parties agreeing on a method to resolve the spread between
Omolon's previous offer and what the other side was asking (the differential has
been approximately U.S. $7 million).
Once the anticipated settlement is implemented Omolon will purchase for
cancellation all of the shares held by its Russian shareholders except for
approximately 2% owned by the Magadan State Property Committee. This will result
in Kinross' interest in Omolon increasing to approximately 98% from its current
level.
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 ("Kinross"), 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 Kinross' expectations
are disclosed under the heading "Risk Factors" and elsewhere in Kinross'
documents filed from time to time with the Toronto Stock Exchange, the United
States Securities and Exchange Commission and other regulatory authorities.
-30-
For further information: e-mail info@kinross.com or contact:
Robert M. Buchan Gordon A. McCreary
President and Chief Executive Officer Vice President, Investor Relations
Tel. (416) 365-5650 and Corporate Development
Tel. (416) 365-5132
Page 4
KINROSS GOLD CORPORATION
MATERIAL CHANGE REPORT
Item 1. Reporting Issuer
The reporting issuer filing this material change report is Kinross Gold
Corporation ("Kinross").
Item 2. Dates of Material Changes
September 13, 2002.
Item 3. Press Releases
Press release was issued by Kinross in Toronto on September 13, 2002 with
respect to the material changes and filed via SEDAR.
Item 4. Summary of Material Change
On September 13, 2002 Kinross announced that its 54.7% owned Russian subsidiary,
Omolon Gold Mining Company ("Omolon"), is at an advance state of negotiating a
settlement of an outstanding dispute between itself, several of its Russian
shareholders and the Magadan Administration.
Item 5. Full Description of Material Change
Kinross Gold Corporation announced that its 54.7% owned Russian subsidiary,
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.
Robert M. Buchan, President and CEO of Kinross stated "This heavy handed tactic
is, in our experience, not unusual in the context of dispute resolution in
Russia and Omolon anticipates finalizing the settlement agreement by early next
week. Ordinarily we do not comment on the status of confidential negotiations
and would prefer to wait until agreements are concluded. To date the freeze
order has not impacted Omolon's ability to operate."
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. As previously disclosed, 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
Page 5
continues to defend these lawsuits and is advised by counsel that these claims
are without merit.
Omolon has over the past 18 months attempted to achieve an amicable settlement
by negotiating with both the Administration and with representatives of the
shareholders. The settlement would see Omolon purchasing the shares of the
Russian shareholders for an amount which would enable the shareholders to retire
the outstanding debt to the Administration. This week the settlement was
advanced by the parties agreeing on a method to resolve the spread between
Omolon's previous offer and what the other side was asking (the differential has
been approximately U.S. $7 million).
Once the anticipated settlement is implemented Omolon will purchase for
cancellation all of the shares held by its Russian shareholders except for
approximately 2% owned by the Magadan State Property Committee. This will result
in Kinross's interest in Omolon increasing to approximately 98% from its current
level.
Item 6. Reliance on Section 75(3) of the Securities Act (Ontario) and analogous
securities legislation of each of the other provinces of Canada.
N/A
Item 7. Omitted Information
N/A
Item 8. Senior Officer
Ms. Shelley M. Riley
Corporate Secretary
Telephone: (416) 365-5198
Facsimile: (416) 365-0237
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to
herein.
DATED at Toronto this 13th day of September, 2002.
KINROSS GOLD CORPORATION
PER: /s/ Shelley M. Riley
---------------------
Shelley M. Riley
Corporate Secretary
Page 6
SIGNATURE
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
KINROSS GOLD CORPORATION
Signed: /s/ Shelley M. Riley
----------------------
Shelley M. Riley
Corporate Secretary
September 13, 2002.