Kinross Gold Corp Sample Contracts

AND
Indenture • April 1st, 2005 • Kinross Gold Corp • Gold and silver ores • Ontario
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BETWEEN
Rights Agreement • May 10th, 2006 • Kinross Gold Corp • Gold and silver ores • Ontario
AND
Credit Agreement • September 22nd, 2006 • Kinross Gold Corp • Gold and silver ores • Ontario
PREMISES
Distribution Agreement • December 23rd, 2003 • Kinross Gold Corp • Gold and silver ores • Washington
KINROSS GOLD CORPORATION, KINROSS GOLD U.S.A., INC., FAIRBANKS GOLD MINING, INC. AND ROUND MOUNTAIN GOLD CORPORATION AS BORROWERS AND
Credit Agreement • December 23rd, 2003 • Kinross Gold Corp • Gold and silver ores • Ontario
AND
Indenture • January 23rd, 2003 • Kinross Gold Corp • Gold and silver ores • Ontario
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS MANAGEMENT INFORMATION CIRCULAR AND MANAGEMENT INFORMATION CIRCULAR SUPPLEMENT
Combination Agreement • December 24th, 2002 • Kinross Gold Corp • Gold and silver ores • Ontario
UNITED STATES SHAREHOLDERS ONLY
Kinross Gold Corp • November 5th, 2004 • Gold and silver ores
REGISTRATION RIGHTS AGREEMENT dated as of July 6, 2017 among Kinross Gold Corporation the Guarantors specified herein and as representative of the several Initial Purchasers
Registration Rights Agreement • May 18th, 2018 • Kinross Gold Corp • Gold and silver ores • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 6, 2017, among Kinross Gold Corporation, a corporation organized under the laws of the Province of Ontario (the “Company” and, together with the Guarantors (as defined below), the “Issuers”), and the subsidiaries of the Company that are Guarantors, on the one hand, and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below), on the other hand. Pursuant to the Purchase Agreement, the Initial Purchasers have agreed to purchase, severally and not jointly, the Company’s 4.50% Senior Notes due 2027 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Notes and the Guarantees are herein collectively referred to as the “Securities.”

83,400,000 Common Shares Kinross Gold Corporation UNDERWRITING AGREEMENT February 25, 2016 TD Securities Inc. Scotia Capital Inc. BMO Nesbitt Burns Inc. CIBC World Markets Inc. GMP Securities L.P. RBC Dominion Securities Inc. Merrill Lynch Canada Inc....
Underwriting Agreement • February 26th, 2016 • Kinross Gold Corp • Gold and silver ores • Ontario

Kinross Gold Corporation (the “Corporation”), a corporation amalgamated and existing under the Business Corporations Act (Ontario), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 83,400,000 common shares of the Corporation (the “Firm Shares”).

RECITALS
Stockholder and Voting Agreement • December 23rd, 2003 • Kinross Gold Corp • Gold and silver ores • Washington
SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF FEBRUARY 26, 2009 AND AS AMENDED AND RESTATED AS OF FEBRUARY 15, 2012 BETWEEN KINROSS GOLD CORPORATION AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT
Shareholder Rights Plan Agreement • May 13th, 2015 • Kinross Gold Corp • Gold and silver ores • Ontario

MEMORANDUM OF AGREEMENT dated February 26, 2009 and as amended and restated as of February 15, 2012 between Kinross Gold Corporation (the “Corporation”), a corporation incorporated under the laws of Ontario, and Computershare Investor Services Inc., a company governed under the laws of Canada (the “Rights Agent”);

SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF AS OF MARCH 15, 2018 BETWEEN KINROSS GOLD CORPORATION AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT SHAREHOLDER RIGHTS PLAN AGREEMENT
Shareholder Rights Plan • March 26th, 2018 • Kinross Gold Corp • Gold and silver ores • Ontario

MEMORANDUM OF AGREEMENT dated March 15, 2018 between Kinross Gold Corporation (the “Corporation”), a corporation incorporated under the laws of Ontario, and Computershare Investor Services Inc., a company governed under the laws of Canada (the “Rights Agent”);

WARRANT AGREEMENT September 17, 2010 Providing for the creation and issue of Common Share Purchase Warrants
Warrant Agreement • September 22nd, 2010 • Kinross Gold Corp • Gold and silver ores • Ontario

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company licensed to carry on business in all Provinces in Canada (the “Agent”).

Form of Note]
Kinross Gold Corp • May 18th, 2018 • Gold and silver ores

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 30th, 2009 • Kinross Gold Corp • Gold and silver ores • Ontario

WHEREAS the Purchaser has agreed to subscribe for, and the Corporation has agreed to issue to the Purchaser, 15,200,000 Common Shares on a private placement basis, representing approximately 19.9% of the issued and outstanding Common Shares following Closing, for an issue price of U.S.$45,600,000;

SUPPORT AGREEMENT
Support Agreement • March 19th, 2010 • Kinross Gold Corp • Gold and silver ores • Ontario

THEREFORE, 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 covenant and agree as follows:

SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture • May 18th, 2018 • Kinross Gold Corp • Gold and silver ores • New York

SECOND SUPPLEMENTAL INDENTURE (“Supplemental Indenture”), dated as of September 1, 2016, among Kinross Gold Corporation, a corporation duly organized and existing under the laws of the Province of Ontario (the “Company”), KG Mining (Round Mountain) Inc., a Delaware corporation (“Round Mountain”), KG Mining (Bald Mountain) Inc., a Delaware corporation (“Bald Mountain”), KG Far East (Luxembourg) Sàrl, a Société à responsabilité limitée organized and existing under the laws of Luxembourg (“Far East”), White Ice Ventures Limited, a business company incorporated in the British Virgin Islands with company number 521800, with its registered office at Craigmuir Chambers, PO Box 71, Road Town, Tortola, British Virgin Islands, and its seat of central administration at 16, Avenue Pasteur, L-2310 Luxembourg (“White Ice”), Red Back Mining B.V., a besloten vennootschap met beperkte aansprakelijkheid incorporated under the laws of The Netherlands and registered with the Dutch trade register (Kamer va

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SHARE PURCHASE AGREEMENT AMONG KG MINERA LM S.A. – AND – KINROSS GOLD CORPORATION – AND – TECK COMINCO LIMITED – AND – TECK GOLD LTD. – AND – TECK GOLD LTD., AGENCIA CHILE MADE AS OF JANUARY 6, 2009
Share Purchase Agreement • January 13th, 2009 • Kinross Gold Corp • Gold and silver ores • Ontario

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the Parties agree as follows:

KINROSS GOLD CORPORATION AND RED BACK MINING INC.
Arrangement Agreement • August 13th, 2010 • Kinross Gold Corp • Gold and silver ores • British Columbia

THIS AGREEMENT WITNESSES 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 covenant and agree as follows:

RECITALS
Toll Milling Agreement • December 23rd, 2003 • Kinross Gold Corp • Gold and silver ores • Nevada
UNDERWRITING AGREEMENT
Underwriting Agreement • January 27th, 2009 • Kinross Gold Corp • Gold and silver ores • Ontario
LOGO] KINROSS GOLD CORPORATION ------------------------------------------------ -------------------------------- KINROSS SELLS INTEREST IN PACIFIC RIM MINING CORP. TORONTO, ONTARIO, DECEMBER 30, 2003...KINROSS GOLD CORPORATION (TSX-K AND NYSE-KGC)...
Kinross Gold Corp • January 5th, 2004 • Gold and silver ores

TORONTO, ONTARIO, DECEMBER 30, 2003...KINROSS GOLD CORPORATION (TSX-K AND NYSE-KGC) ("KINROSS") announces that it has sold its entire equity ownership stake in Pacific Rim Mining Corp. (TSX-PMU and Amex-PMU) consisting of 17,606,049 shares for net proceeds of Cdn.$21.8 million. This investment was deemed not to be strategic to Kinross on a going forward basis.

SHARE PURCHASE AGREEMENT AMONG KG MINERA LM S.A. -AND - ANGLO AMERICAN NORTE S.A. -AND - MINERA ANGLO AMERICAN CHILE LIMITADA -AND - MINORCO INVERSUD S.A. MADE AS OF NOVEMBER 19, 2008
Share Purchase Agreement • January 13th, 2009 • Kinross Gold Corp • Gold and silver ores • Ontario

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the Parties agree as follows:

Kinross Gold Corporation
Purchase Agreement • January 30th, 2008 • Kinross Gold Corp • Gold and silver ores • New York

Kinross Gold Corporation, a corporation existing under the laws of the Province of Ontario (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), UBS Securities LLC (“UBS”, and together with Merrill Lynch, the “Representatives”) and each of the other Purchasers named in Schedule A hereto (collectively, the “Purchasers”) an aggregate of $420,000,000 principal amount of its 1.75% Senior Convertible Notes due 2028, convertible into common shares (the “Common Shares”), of the Company (the “Firm Notes”) and, at the option of the Purchasers, up to an aggregate of $40,000,000 principal amount of additional 1.75% Senior Convertible Notes due 2028 (the “Optional Notes”, and the Firm Notes and the Optional Notes that the Purchasers elect to purchase pursuant to Section 2 hereof being collectively called the “Securities”).

Kinross Gold Corporation 25 York Street, 17th Floor Toronto, ON Canada M5J 2V5 phone: 416-365-5123 fax: 416-363-6622
Kinross Gold Corp • March 19th, 2010 • Gold and silver ores

This Agreement is made in the context of a proposed take-over bid in which Kinross Gold Corporation (the “Offeror”) will make an offer (the “Offer”) for all of the issued and outstanding Common Shares of Underworld Resources Inc. (the “Company”).

SHAREHOLDERS AGREEMENT HARRY WINSTON DIAMOND CORPORATION - AND - KINROSS GOLD CORPORATION - AND - HARRY WINSTON DIAMOND MINES LTD. March 31, 2009
Shareholders Agreement • April 30th, 2009 • Kinross Gold Corp • Gold and silver ores • Ontario
ASSET PURCHASE AGREEMENT BY AND AMONG BARRICK GOLD U.S. INC., BARGOLD CORPORATION, and HOMESTAKE NEVADA CORPORATION as SELLERS BARRICK GOLD CORPORATION as GUARANTOR OF SELLERS’ OBLIGATIONS KG MINING (BALD MOUNTAIN) INC. and KG MINING (ROUND MOUNTAIN)...
Asset Purchase Agreement • November 24th, 2015 • Kinross Gold Corp • Gold and silver ores • Ontario

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 11, 2015 is entered into by and among Barrick Gold U.S. Inc., a California corporation (“Barrick Gold U.S.”), Bargold Corporation, a Delaware corporation (“Bargold”), and Homestake Nevada Corporation, a California corporation (“Homestake Nevada”) (each a “Seller” and, collectively, “Sellers”), Barrick Gold Corporation, an Ontario corporation, as guarantor of Sellers’ obligations hereunder (“Sellers Parent”), KG Mining (Bald Mountain) Inc., a Delaware corporation (“Bald Mountain Buyer”), and KG Mining (Round Mountain) Inc., a Delaware corporation (“Round Mountain Buyer”) (each a “Buyer” and, collectively, “Buyers”), and Kinross Gold Corporation, an Ontario corporation, as guarantor of Buyers’ obligations hereunder (“Buyers Parent”).

BETWEEN
Porcupine Joint Venture Agreement • March 15th, 2005 • Kinross Gold Corp • Gold and silver ores • Ontario
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