Acquisition
January 31 2007 - 2:00AM
UK Regulatory
FOR: BEMA GOLD CORPORATION
TSX, NYSE SYMBOL: BGO
AIM SYMBOL: BAU
AND KINROSS GOLD CORPORATION
TSX SYMBOL: K
NYSE SYMBOL: KGC
January 30, 2007
Bema Shareholders Vote 91% in Favour of Acquisition by Kinross
TORONTO, ONTARIO and VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Jan. 30, 2007) - Kinross Gold
Corporation ("Kinross") (TSX:K)(NYSE:KGC) and Bema Gold Corporation ("Bema")
(TSX:BGO)(NYSE:BGO)(AIM:BAU) are pleased to announce the overwhelming approval by Bema shareholders of
a plan of arrangement and other transactions pursuant to which, among other things, Kinross will
acquire all of the outstanding shares of Bema as described in the Bema Notice and Management
Information Circular dated December 22, 2006. At a meeting of Bema shareholders held earlier today,
the arrangement was approved by 91% of the votes cast representing 59% of Bema's outstanding shares.
Under the terms of the arrangement, Bema shareholders will receive 0.4447 of a Kinross share and $0.01
for each Bema share.
"Today is an historic day for Bema and Kinross shareholders; together we are creating a new, stronger
Kinross that is firmly planted in the 'sweet spot' of the global gold mining industry," said Tye W.
Burt, President and CEO of Kinross Gold. "Our organization, with increased reserves, geographical
synergies and a cohesive management team will be focused on creating value for Bema and Kinross
shareholders in the near- and long-term."
"Today's overwhelming vote in favour of this arrangement demonstrates that our shareholders support
Bema joining forces with Kinross," said Clive Johnson, Chairman, President and CEO of Bema. "The new
Kinross, with the addition of Bema's projects, will enjoy an industry-leading production growth
profile."
Bema's application to the Ontario Superior Court of Justice to obtain the final court order approving
the arrangement is scheduled for January 31, 2007.
Completion of the transaction remains subject to certain conditions set out in Bema's Information
Circular. Bema and Kinross are diligently working to complete the transaction, which is expected to
close within the next few weeks. Other regulatory approvals, that are conditions of closing that have
been obtained, include approval of the transaction from the Federal Anti-Monopoly Service of the
Russian Federation and conditional listing approvals from both the Toronto and New York Stock
Exchanges.
Kinross Today
Kinross, a Canadian-based gold mining company, is the fourth largest primary gold producer in North
America and the eighth largest in the world. With eight mines in Canada, the United States, Brazil and
Chile, Kinross employs more than 3,700 people. Kinross maintains a strong balance sheet and a no gold
hedging policy. Kinross is focused on the strategic objective of maximizing net asset value and cash
flow per share through a four-point plan built on growth from core operations, expanding capacity for
the future, attracting and retaining the best people in the industry and driving new opportunities
through exploration and acquisition. Kinross maintains listings on the Toronto Stock Exchange (symbol:
K) and the New York Stock Exchange (symbol: KGC).
Bema Today
Bema Gold Corporation is one of the world's fastest growing intermediate gold producers with operating
mines and development projects on three continents. Bema is projected to produce one million ounces of
gold annually by the year 2009. Bema is listed on the Toronto Stock Exchange and the New York Stock
Exchange (symbol: BGO) and on the AIM Exchange in London (symbol: BAU).
Cautionary Statements
All statements, other than statements of historical fact, contained or incorporated by reference in
this media release, including any information as to the future financial or operating performance of
Kinross and Bema, constitute "forward-looking statements" within the meaning of certain securities
laws, including the "safe harbour" provisions of the Securities Act (Ontario) and the United States
Private Securities Litigation Reform Act of 1995 and are based on expectations, estimates and
projections as of the date of this media release. Forward-looking statements include, without
limitation, statements with respect to the future price of gold and silver, the estimation of mineral
reserves and resources, the realization of mineral reserve and resource estimates, the timing and
amount of estimated future production, costs of production, expected capital expenditures, costs and
timing of the development of new deposits, success of exploration activities, permitting time lines,
currency fluctuations, requirements for additional capital, government regulation of mining
operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and
limitations on insurance coverage. The words "plans", "expects", or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate",
or "believes", or variations of such words and phrases or statements that certain actions, events or
results "may", "could", "would", "might", or "will be taken", "occur" or "be achieved" and similar
expressions identify forward-looking statements. Forward-looking statements are necessarily based upon
a number of estimates and assumptions that, while considered reasonable by Kinross and Bema as of the
date of this media release, are inherently subject to significant business, economic and competitive
uncertainties and contingencies.
The estimates and assumptions of each of Kinross and Bema include, but are not limited to, the various
assumptions set forth in their respective most recent annual information form and management's
discussion and analysis as well as: (1) there being no significant disruptions affecting operations,
whether due to labour disruptions, supply disruptions, damage to equipment or otherwise during the
balance of 2006; (2) development at Paracatu proceeding on a basis consistent with our current
expectations; (3) permitting and development at Buckhorn proceeding on a basis consistent with
Kinross' current expectations; (4) that the exchange rate between the Canadian dollar, Brazilian real,
Chilean peso and the U.S. dollar will be approximately consistent with current levels; (5) certain
price assumptions for gold and silver; (6) prices for natural gas, fuel oil, electricity and other key
supplies remaining consistent with current levels; (7) production forecasts meet expectations for the
balance of 2006; and (8) the accuracy of our current mineral reserve and mineral resource estimates.
Known and unknown factors could cause actual results to differ materially from those projected in the
forward-looking statements. Such factors include, but are not limited to: fluctuations in the currency
markets; fluctuations in the spot and forward price of gold or certain other commodities (such as
silver, diesel fuel and electricity); changes in national and local government legislation, taxation,
controls, regulations and political or economic developments in Canada, the United States, Chile,
Brazil, Russia or other countries in which we do or may carry on business in the future; business
opportunities that may be presented to, or pursued by, us; operating or technical difficulties in
connection with mining or development activities; the speculative nature of gold exploration and
development, including the risks of obtaining necessary licenses and permits; and diminishing
quantities or grades of reserves. In addition, there are risks and hazards associated with the
business of gold exploration, development and mining, including environmental hazards, industrial
accidents, unusual or unexpected formations, pressures, cave-ins, flooding and gold bullion losses
(and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks). Many
of these uncertainties and contingencies can affect Kinross' and Bema's actual results and could cause
actual results to differ materially from those expressed or implied in any forward-looking statements
made by, or on behalf of, Kinross or Bema. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. All of the forward-looking statements made in this media release are
qualified by these cautionary statements.
Specific reference is made to the respective most recent annual information form, annual management's
discussion and analysis and other filings with the securities regulators of Canada and the United
States of each of Kinross and Bema. In addition, the following factors, among others, related to the
proposed business combination of Kinross and Bema could cause actual results to differ materially from
the forward-looking statements: the businesses of Kinross and Bema may not be integrated successfully
or such integration may be more difficult, time-consuming or costly than expected; and the expected
combination benefit from the Kinross and Bema transaction may not be fully realized or not realized
within the expected time frame. These factors are not intended to represent a complete list of the
factors that could affect Kinross or Bema or the combination of Kinross and Bema. Each of Kinross and
Bema disclaims any intention or obligation to update or revise any forward-looking statements whether
as a result of new information, future events or otherwise, or to explain any material difference
between subsequent actual events and such forward-looking statements, except to the extent required by
applicable law.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Kinross Gold Corporation
Tracey Thom
Office: (416) 365-1362 or Mobile: (416) 301-9022
Email: tracey.thom@kinross.com
Website: www.kinross.com
OR
Bema Gold Corporation
Ian MacLean
(604) 681-8371
Email: investor@bemagold.com
Website: www.bemagold.com
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