SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d OF
THE SECURITIES EXCHANGE ACT OF 1934
KINROSS GOLD CORPORATION
52nd Floor, Scotia Plaza, 40 King Street West
Toronto, Ontario M5H 3Y2
Page 2
INDEX
Press Release dated November 19, 2002 3-4
Material Change Report dated November 19, 2002 5-6
Signature Page 7
Page 3
Press Release
KINROSS, TVX AND ECHO BAY AGREE TO
AMEND COMBINATION AGREEMENT
Toronto, Ontario - November 19, 2002 Kinross Gold Corporation (TSX-K; Amex-KGC)
("Kinross"), TVX Gold Inc. (TSX-TVX; NYSE-TVX) ("TVX") and Echo Bay Mines Ltd.
(TSX-ECO; Amex-ECO) ("Echo Bay") announced today that they have agreed to amend
the agreement providing for the proposed combination of the companies to extend
the termination date from November 30, 2002 to January 31, 2003 (which date
shall automatically be extended to February 28, 2003 if on January 31, 2003 the
combination is not completed only because a final order of the Superior Court of
Ontario approving the combination has not been obtained). As a result of the
U.S. Securities and Exchange Commission's ongoing review of the preliminary
proxy statement filed with the Commission on July 16, 2002 and refiled on
September 17, 2002, the companies determined that they would not be able to
finalize and mail their respective proxy materials in time to hold the special
meetings for purposes of considering the proposed combination prior to November
30, 2002. The Companies currently anticipate that the special meetings will be
held in early 2003.
"Safe Harbor" Statement under the U.S. Private Securities Litigation Reform Act
of 1995: The statements herein that are not historical facts are forward-looking
statements. They involve risks and uncertainties that could cause actual results
to differ materially from targeted results. These risks and uncertainties
include, but are not limited to, the possibility that the combination of
Kinross, TVX and Echo Bay may not be completed; future changes in gold prices
(including derivatives) and/or production costs which could render projects
uneconomic; ability to access financing; availability of hedging opportunities;
differences in ore grades; recovery rates and tons mined from those expected;
changes in mining and milling/heap leaching rates from currently planned rates;
the results of future exploration activities and new exploration opportunities;
changes in project parameters as plans continue to be refined; increasingly
stringent reclamation requirements imposed by regulatory authorities; and other
factors detailed in Echo Bay's filings with the Securities and Exchange
Commission.
On September 17, 2002, Echo Bay refiled with the Commission a preliminary proxy
statement regarding the proposed business combination transaction referred to in
the foregoing information. In addition, Echo Bay will prepare and file with the
Commission a definitive proxy statement and other documents regarding the
proposed transaction. Investors and security holders are urged to read the
definitive proxy statement, when it becomes available, because it will contain
important information. The definitive proxy statement will be sent to
shareholders of Echo Bay to seek their approval of the proposed transaction.
Investors and security holders may obtain a free copy of the definitive proxy
statement, when it is available, and other documents filed with the Commission
by Echo Bay at the Commission's web site at www.sec.gov. The definitive 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, investor_relations@echobaymines.ca.
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Certain information concerning participants
The names, affiliations and interests of participants in the solicitation of
proxies of Echo Bay's shareholders to approve the combination are included in
the preliminary proxy statement.
For further information:
Kinross Gold Corporation: 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
Echo Bay Mines Ltd.: e-mail investor_relations@echobaymines.ca or contact:
Lois-Ann L. Brodrick
Vice President and Secretary
Tel. 780-496-9704
TVX Gold Inc.: e-mail info@tvxgold.com or contact:
T. Sean Harvey Carl B. Hansen
President and Chief Executive Officer Manager, Investor Relations
Tel. 416-366-8160 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
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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. Date of Material Change
November 19, 2002
Item 3. Press Release
Press release was issued by Kinross in Toronto on November 19, 2002 with respect
to the material change and filed via SEDAR.
Item 4. Summary of Material Change
Kinross, TVX Gold Inc. ("TVX"), and Echo Bay Mines Ltd. ("Echo Bay") announced
that they have agreed to amend the agreement providing for the proposed
combination of the companies to extend the termination date from November 30,
2002 to January 31, 2003 (which date shall automatically be extended to
February 28, 2003 if on January 31, 2003 the combination is not completed only
because a final order of the Superior Court of Ontario approving the combination
has not been obtained).
Item 5. Full Description of Material Change
Kinross, TVX, and Echo Bay announced that they have agreed to amend the
agreement providing for the proposed combination of the companies to extend the
termination date from November 30, 2002 to January 31, 2003 (which date shall
automatically be extended to February 28, 2003 if on January 31, 2003 the
combination is not completed only because a final order of the Superior Court of
Ontario approving the combination has not been obtained). As a result of the
U.S. Securities and Exchange Commission's ongoing review of the preliminary
proxy statement filed with the Commission on July 16, 2002 and refiled on
September 17, 2002, the companies determined that they would not be able to
finalize and mail their respective proxy materials in time to hold the special
meetings for purposes of considering the proposed combination prior to November
30, 2002. The Companies currently anticipate that the special meetings will be
held in early 2003.
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
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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 19th day of November, 2002.
KINROSS GOLD CORPORATION
PER: /s/ Shelley M. Riley
--------------------
Shelley M. Riley
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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
November 20, 2002.