Update on Kinross Gold's acquisition of Bema Gold
19 Décembre 2006 - 1:34AM
PR Newswire (US)
TORONTO and VANCOUVER, Dec. 18 /PRNewswire-FirstCall/ -- Kinross
Gold Corporation ("Kinross") (TSX: K, NYSE: KGC) and Bema Gold
Corporation ("Bema") (TSX/NYSE: BGO, AIM: BAU) are providing an
update on the status of Kinross' acquisition of Bema. A draft of
the proxy circular for the meeting of Bema shareholders that will
be held to approve the acquisition has been filed with the Director
under the Canada Business Corporations Act and the Toronto Stock
Exchange. It is expected that the proxy circular will be mailed to
Bema shareholders later this month, with the Bema shareholders
meeting to be held on January 30, 2007. Kinross has completed its
due diligence process. An Advance Ruling Certificate in respect of
the transaction has been issued under the Competition Act (Canada),
and a filing was made with the Federal Anti-Monopoly Service of the
Russian Federation on December 8, 2006. Once approval is obtained
from the Russian competition authority, no further competition
approval will be necessary to complete the transaction. Kinross and
Bema are in the process of obtaining all other regulatory
approvals. Kinross and Bema are also in the process of finalizing
the definitive form of Arrangement Agreement and related agreements
and have agreed to extend the date by which the Arrangement
Agreement is to be signed to December 22, 2006. A detailed summary
of the proposed acquisition is set forth in the press release
issued by Kinross and Bema dated November 6, 2006 and in material
change reports dated November 16, 2006 filed by Kinross and Bema
with securities regulatory authorities. 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. DATASOURCE: Kinross Gold Corporation
CONTACT: For Kinross: Tracey Thom, , (office) (416) 365-1362,
(mobile) (416) 301-9022; For Bema: Ian MacLean or Kerry Suffolk, ,
(604) 681-8371
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