Filed by Kinross Gold Corporation
pursuant to Rule 425 under the Securities Act of
[LOGO] Kinross 1933 and deemed filed pursuant to Rule 14d-2 of the
Gold Corporation Securities Act of 1934
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Subject company: Crown Resources Corporation
Commission file No. 000-17480
KINROSS GOLD CORPORATION AND CROWN RESOURCES CORPORATION EXECUTE
ACQUISITION AGREEMENT
TORONTO, ONTARIO, AND DENVER, COLORADO, NOVEMBER 20, 2003...KINROSS GOLD
CORPORATION (TSX-K; NYSE-KGC) ("KINROSS") AND CROWN RESOURCES CORPORATION
(OTCBB-CRCE) ("CROWN") are pleased to announce that the two companies have
executed a definitive acquisition agreement (the "Agreement") whereby Kinross
will acquire Crown and its 100%-owned Buckhorn Mountain gold deposit located in
north central Washington State, USA, approximately 67 kilometres by road from
Kinross' Kettle River gold milling facility.
Under the terms of the Agreement, shareholders of Crown will receive 0.2911
shares of Kinross for each share of Crown. Assuming all of Crown's warrants,
options and convertible debentures are converted, a total of approximately 13.1
million common shares of Kinross will be issued upon the completion of the
transaction. The transaction is subject to regulatory approvals, a minimum
two-thirds approval at a special meeting of Crown shareholders and other
customary closing conditions. Prior to the completion of the acquisition, Crown
will dividend to its shareholders its approximate 38.7% equity interest in
Solitario Resources Corporation (TSX-SLR).
The Buckhorn Mountain gold deposit is a high-grade skarn gold deposit located
240 kilometres northwest of Spokane, Washington. In late 2002 and early 2003,
Crown completed a 41-hole infill diamond drilling program and has engaged SRK
Consulting to update its reserve and mineralized material estimates
incorporating the data from the drilling program.
In addition to signing the Agreement, Kinross, through its wholly-owned
subsidiary, Echo Bay Minerals Company, and Crown signed a toll milling
agreement, that allows the Buckhorn Mountain ores to be milled at Kinross'
Kettle River gold milling facility. The focus of these efforts is to provide
flexibility with permitting and design of a high-grade underground mine that
minimizes surface disturbance and environmental impacts while providing
significant economic benefits to the state and local communities. 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 and
Crown, 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. Development of Buckhorn Mountain is subject to
the successful completion and implementation of an economically viable mining
plan, obtaining the necessary permits and approvals from various regulatory
authorities, and compliance with operating parameters established by such
authorities. Important factors that could cause actual results to differ
materially from Kinross' and Crown's expectations are disclosed under the
heading "Risk Factors" and elsewhere in Kinross' and Crown's documents filed
from time to time with the Toronto Stock Exchange, the United States Securities
and Exchange Commission and other regulatory authorities.
52nd Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H 3Y2
Telephone (416) 365-5123 Fax (416) 363-6622
WHERE TO FIND ADDITIONAL INFORMATION ABOUT THE TRANSACTION:
This press release is not, and is not intended to be, a solicitation of proxies
or an offer of securities. Kinross intends to file with the Securities and
Exchange Commission ("SEC") a registration statement that will include a proxy
statement on behalf of Crown and a prospectus on behalf of Kinross, and other
relevant documents in connection with the proposed acquisition. Investors and
security holders of Kinross and Crown are urged to read the proxy
statement/prospectus and other relevant materials, when they become available,
as they will contain important information about Kinross, Crown and the proposed
acquisition. The proxy statement/prospectus and other relevant materials, and
any other documents filed by Kinross or Crown with the SEC, may be obtained free
of charge at the SEC's website at HTTP://WWW.SEC.GOV, when filed. A free copy of
the joint proxy statement/prospectus and other relevant materials may also be
obtained from Kinross, when available.
Crown and its officers and directors may be deemed to be participants in the
solicitation of proxies from its stockholders with respect to the transactions
contemplated by the proposed acquisition. A description of the interests of the
directors and executive officers of Crown will be contained in the definitive
proxy statement/prospectus and the other relevant documents filed with the SEC.
For further information from Kinross, e-mail info@kinross.com or contact:
ROBERT M. BUCHAN GORDON A. MCCREARY CARL B. HANSEN
President and Vice President Director Investor Relations
Chief Executive Officer Corporate Affairs
Tel. (416) 365-5650 Tel. (416) 365-5132 Tel: (416) 365-5673
For further information from Crown, contact:
CHRISTOPHER E. HERALD DEBBIE W. MINO
President and Vice President
Chief Executive Officer Investor Relations
Tel. (303) 534-1030 Tel. (800) 229-6827
52nd Floor, Scotia Plaza, 40 King Street West, Toronto, Ontario M5H 3Y2
Telephone (416) 365-5123 Fax (416) 363-6622