EXHIBIT (A)(1)(A)(3)

MARCH 21, 2002 AMENDMENT AND SUPPLEMENT TO THE

KINROSS GOLD CORPORATION

OFFER TO PURCHASE ALL PUBLICLY-HELD SHARES OF THE
$3.75 SERIES B CONVERTIBLE PREFERRED STOCK OF KINAM GOLD INC.
AT $16.00 PER SHARE

This amendment and supplement relates to the offer by Kinross Gold U.S.A., Inc.,
a Nevada corporation and a wholly-owned subsidiary of Kinross Gold Corporation,
an Ontario corporation (collectively, "Kinross"), for all of the publicly-held
shares of the $3.75 Series B Preferred Stock of Kinam Gold Inc. ("Kinam") at
$16.00 per share in cash, pursuant to that certain KINROSS GOLD CORPORATION
OFFER TO PURCHASE ALL PUBLICLY-HELD SHARES OF THE $3.75 SERIES B PREFERRED STOCK
OF KINAM GOLD INC. AT $16.00 PER SHARE (the "Offer to Purchase").

The discussion set forth under the captions below supersedes and replaces in its
entirety the information contained in the Offer to Purchase under the same
captions. To the extent inconsistent, any other information contained in the
Offer to Purchase or other offering materials is also amended so as to be
consistent with the discussion set forth below. Certain additional changes not
included herein have been made to the Offer to Purchase, which can be reviewed
at the Securities and Exchange Commission's website, WWW.SEC.GOV, or otherwise
obtained from the SEC. See the discussion in the Offer to Purchase under the
caption ADDITIONAL INFORMATION. The information contained in this document is
intended to be read in conjunction with all of the other information contained
in the Offer to Purchase and the other offering materials mailed to holders of
Kinam preferred stock on or about February 20, 2002.

The tender offer has been extended from its original expiration date of
Midnight, Eastern Time on March 20, 2002, and will now expire at Midnight,
Eastern Time, on March 28, 2002, unless Kinross again elects to extend the
offer. Kinross, at its election, may also elect to provide a subsequent offering
period. If a decision is made to further extend the offer or to provide a
subsequent offering period, a public announcement will be made no later than
9:00 a.m. Eastern Time on the next business day following the expiration date.
Such announcement may be made by press release or by filing a Form 8-K with the
Securities and Exchange Commission. See the discussion in the Offer to Purchase
under the caption THE OFFER-- NUMBER OF SHARES; EXPIRATION DATE, which is
incorporated herein by this reference, for a fuller discussion of the expiration
date and the possibilities of extension or other modification of such date.
Holders of Kinam preferred stock who had already tendered their shares or who
tender their shares in the future have the right to withdraw their shares at any
time prior to the expiration date, as it may be extended from time to time. See
the discussion in the Offer to Purchase under the caption THE OFFER-- WITHDRAWAL
RIGHTS, which is incorporated herein by this reference, for a more complete
discussion of the rights of holders of the Kinam preferred stock to withdraw
shares that have previously been tendered. When used throughout this amendment,
the words "we," "our" and "us" refer to Kinross. If you have any questions
regarding these materials or those previously sent to you, please contact the
information agent for the tender offer, Georgeson Shareholder Communications,
Inc., at the phone number listed on the back cover of this amendment and
supplement.

HISTORY

Kinam's predecessor, Amax Gold Inc., issued 1,840,000 shares of Kinam preferred
stock in a 1994 registered public offering. In a merger completed June 1, 1998,
we acquired 115,238,675 of the common shares of Kinam in exchange for the
issuance of 92,213,988 of our common shares. Immediately subsequent to the
merger, we cancelled 23,024,687 shares of Kinam's common stock held by us for no
consideration and, in January 2001, Kinam issued an additional 100 shares to us
in exchange for assets we contributed to Kinam. This merger gave us effective
control of Kinam, since the outstanding Kinam common shares, which currently
have 92,214,088 votes, and the outstanding Kinam preferred stock, which
currently have 2,576,000 votes, vote as a single class on all matters submitted
to shareholders, except as otherwise required by law or specifically provided by
the terms of Kinam's articles of incorporation governing the preferred stock.

In July 2001, we completed the acquisition of 945,400 shares of Kinam preferred
stock from three shareholders, in exchange for the issuance of 24,186,492 shares
of our common shares, giving us ownership of 51.4% of the Kinam preferred stock.
The acquisition price for financial reporting purposes was an aggregate of $23.3
million, or approximately $24.65 per share of Kinam preferred stock. See
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES. This acquisition did not
result in the cancellation of any shares or other change in the capitalization
of Kinam. Consequently, we now control 93,537,648 votes out of a total of
94,790,088 votes entitled to be cast on any matter submitted to the shareholders
on which the Kinam common and preferred vote as a single class. At the time of
this offer, there are 894,600 shares of the Kinam preferred stock outstanding
that we do not own. These are the shares we are seeking to acquire in this
tender offer.

Prior to August 2000, Kinam had declared quarterly cash dividends on the
preferred stock at a rate equal to an annual payment of $3.75 per share.
Commencing with the dividend due August 15, 2000, Kinam suspended payment of the
quarterly dividends due to an absence of earnings and in an effort to conserve
cash for operations, the development of Kinam's business, and the repayment of
Kinam's obligations, including amounts owed to us. Under Nevada corporate law,
which governs Kinam, Kinam is prohibited from paying dividends on the preferred
stock if its total assets are less than its total liabilities. This
determination can, at the election of Kinam, be based on either its financial
statements or a fair valuation of its assets and liabilities. Kinam has not
undertaken and does not propose to undertake a valuation of its assets and
liabilities for that purpose. Kinam's financial statements as of September 30,
2001, reflect that its total liabilities exceed its total assets by $81.3
million. A significant portion of the liabilities of Kinam are the obligations
to us. See RELATIONSHIPS BETWEEN KINROSS AND KINAM. Kinam would need to generate
substantial earnings, or otherwise significantly increase its net assets, before
it could resume paying a dividend on the Kinam preferred stock based on its
financial statements. Even if Kinam were permitted to pay dividends, it is under
no obligation to do so and, at current gold prices, Kinam does not expect to
resume the payment of dividends for the foreseeable future.

Kinross Gold Corporation is an Ontario corporation, with the following business
address and telephone number: 52nd Floor, Scotia Plaza, 40 King Street West,
Toronto, Ontario, Canada M5H 3Y2, telephone number (416) 365-5123. Kinam Gold
Inc. is a Nevada corporation with the following business address and telephone
number: 802 E. Winchester Avenue, Suite 100, Murray, Utah 84107, telephone
number (801) 290-1101. Kinross Gold U.S.A., Inc. is a Nevada corporation with
the following business address and telephone number: 802 E. Winchester, Suite
100, Murray, Utah 84107, telephone number (801) 290-1101.

RELATIONSHIPS BETWEEN KINROSS AND KINAM

We currently control the business, management, and direction of Kinam. All of
the members of the board of directors of Kinam, including the members of the
special committee, are directors or officers of Kinross. In addition, all of the
executive officers of Kinam are executive officers of Kinross. Kinross pays the
salaries of all of the executive officers and does not charge Kinam for the
management services provided by our directors and officers.

We acquired control of Kinam on June 1, 1998, by completing a merger in which
Kinam became a majority owned subsidiary of Kinross. Prior to the merger, Kinam
was approximately 59% owned by Cyprus Amax Minerals Company. In the merger, each
outstanding share of Kinam's common shares was exchanged for 0.8004 of a share
of Kinross common shares. Immediately following the merger, we held all of the
outstanding common shares of Kinam. We subsequently transferred ownership of
such shares to the Purchaser, our wholly-owned subsidiary, which is currently
Kinam's sole common shareholder.

In connection with the 1998 merger, we advanced $255.8 million to Kinam for
repayment of Kinam's outstanding third-party bank debt. This debt was incurred
prior to our acquisition of Kinam and was guaranteed by the former parent of
Kinam, Cyprus Amax. The payment of the amount due to third-party banks and the
release of the Cyprus Amax guaranty was a condition to the completion of our
acquisition of Kinam.

During the balance of 1998, Kinam repaid $41.6 million of this obligation. In
1999, we advanced an additional $16.6 million to Kinam to permit it to purchase
assets related to the True North property in Alaska. An additional $6.7 million
was advanced by Kinross in 2000, and approximately $14.9 million in the first
nine months of 2001, primarily for True North property development and to repay
third-party long-term debt obligations of Kinam.

Kinam has repaid a portion of the advances, resulting in a balance of $234.8
million owed to us on this obligation as of September 30, 2001. During the
fourth quarter of 2001, this obligation was reduced by an additional $18
million, resulting in a balance of approximately $216.8 million as of December
31, 2000. These advances are non-interest bearing, are due on demand, and have
no fixed terms of repayment.

Pursuant to the 1998 merger, we acquired a demand loan in the principal amount
of $92.3 million from Cyprus Amax that was an obligation of Kinam. Again, we
have not charged Kinam interest on this loan. Subsequent partial repayments
reduced this demand loan payable to $73.6 million at December 31, 2000, and it
has remained unchanged through December 31, 2001. The demand loan is
non-interest bearing, due on demand, and does not have any fixed terms of
repayment.

Effective January 1, 2001, we transferred all of the outstanding shares of La
Teko Resources, Inc. to Kinam in exchange for the issuance of 100 shares of
Kinam common shares. This transaction was recorded on the financial statements
of Kinam at the carrying value of La Teko's assets at December 31, 2000, in the
approximate amount of $36 million.

We have arranged for the issuance of letters of credit under a syndicated credit
facility, to guarantee the obligations of Kinam under the Fort Knox Industrial
Revenue Bonds, totaling $49.9 million as of December 31, 2001. The Kinam assets
associated with Fort Knox are pledged to secure this syndicated credit facility.
In addition, we have guaranteed surety bonds for Kinam on various projects in
the aggregate principal amount of approximately $40 million.

Since we have not charged Kinam interest on the amounts due to us, or for the
other financial assistance we have provided to Kinam, Kinam's losses were lower
than they would have been if such debt had continued to be carried by
third-party lenders and interest was charged. Nonetheless, Kinam has continued
to incur operating losses in recent years and consequently is currently
prohibited by Nevada corporate law from paying dividends on the Kinam preferred
stock based on the book value of its assets and liabilities for financial
reporting purposes. See HISTORY and TERMS OF THE KINAM PREFERRED STOCK. We would
be entitled to be repaid the amounts due to us from Kinam on liquidation prior
to the payment of the liquidation preference of the Kinam preferred stock. See
TERMS OF THE KINAM PREFERRED STOCK.

We control the shareholder vote for all matters presented jointly to the common
and preferred shareholders of Kinam and thus control the election of directors.
After Kinam's failure to pay six consecutive quarterly dividend payments, which
occurred November 15, 2001, the holders of the preferred stock, voting
separately as an independent class, have the right to elect two directors to
Kinam's board. However, since we hold 51.4% of the outstanding preferred stock,
we also control this vote.

ALTERNATIVES TO THE OFFER

Kinross acquired all of the common stock of Kinam in 1998 and a majority of the
outstanding shares of the Kinam preferred stock in July 2001. In September 2001,
we began to consider a number of alternative transactions to complete the
acquisition of the remaining preferred stock, including a merger between Kinam
and a newly-created entity in which the non-affiliated holders of the Kinam
preferred stock would receive stock or cash; amending the rights of the Kinam
preferred stock to change the rate at which shares of the Kinam preferred stock
could be converted into Kinross common shares; and structuring an exchange offer
in which holders of shares of the Kinam preferred stock would receive common
shares of Kinross. We were not interested in divesting ourselves of our
ownership in Kinam and consequently did not consider the sale of Kinam or any
other transaction as an alternative to acquiring the shares of Kinam preferred
stock we did not own. We do not currently intend to sell our interest in Kinam
in the foreseeable future.

Each of these alternatives, except potentially, the exchange offer, involved an
obligation to file a proxy statement or to file and obtain the effectiveness of
a registration statement under United States securities laws, potentially
involving significant costs and time delays. The exchange offer would have been
required to have been made subject to a registration statement or pursuant to an
exemption from registration. The steps necessary to satisfy the exemption from
registration were not considered attractive or consistent with Kinross' business
objectives. Ultimately, we decided that a cash tender offer was the most
efficient way to proceed with the acquisition of the

shares of the Kinam preferred stock, once sufficient cash resources were
available to us. We determined that the cash tender offer would be preferable
because it would avoid the costs and delays associated with the filing and
review by the Securities and Exchange Commission of a registration statement or
proxy statement; the cash tender offer would eliminate the risk of changing
stock prices which would be present in any transaction in which the preferred
holders would receive our common shares; and a tender offer would provide the
preferred shareholders with an opportunity to liquidate their shares on a basis
that could be easily evaluated.

A tender offer, however, does carry risk for shareholders that do not tender
their shares in that such shareholders could be left with illiquid securities.
Kinross intends to pursue a merger after completion of the tender offer that
will result in all remaining non-affiliated holders of the Kinam preferred stock
receiving cash for their shares of Kinam preferred stock, but there is no
guarantee that such a transaction will be completed at a particular price per
share or at all. See CONSEQUENCES OF THE TENDER OFFER below.

In January 2002, as a result of increasing gold prices, we were able to take
advantage of the short form registration procedures available under Canadian
securities laws to large public companies and commenced a public equity
financing in Canada. Completion of this financing gave us the capital resources
necessary, on a consolidated basis, to proceed with an offer to purchase the
Kinam preferred stock.

REASONS FOR AND PURPOSES OF THE TENDER OFFER

Kinross believes that the public trading market for the shares of Kinam stock
has been and will continue to be characterized by low prices and low trading
volume. As a result of the limited trading volume, significant changes in the
trading price can occur with very little market activity. This may make it
difficult for holders of any significant amount of Kinam preferred stock to sell
their stock at the prices reported by the American Stock Exchange. For these
reasons, and because of the factors described below, Kinross is making this
tender offer to provide the holders of shares of Kinam preferred stock, other
than Kinross, with liquidity for their shares at a price that the special
committee has determined to be fair to the non-affiliated holders. As discussed
above under the caption BACKGROUND OF THE TENDER OFFER, we decided to proceed
with the tender offer at this time as a result of the completion of a public
offering of our common shares in Canada on February 12, 2002, that resulted in
net proceeds to us of approximately $18.5 million.

The following are some of Kinross' reasons and purposes for making the tender
offer: (i) strengthen our consolidated balance sheet and future results of
operations; (ii) acquire all of the shares of Kinam preferred stock, making
Kinam a wholly-owned subsidiary; and (iii) to save costs by terminating the
reporting obligations of Kinam under the Exchange Act. Each of these reasons and
the effect of the tender offer on Kinross are further discussed below. The
effects of the tender offer on Kinam and non-affiliated holders of Kinam
preferred shares are discussed under CONSEQUENCES OF THE TENDER OFFER below.

STRENGTHEN BALANCE SHEET AND FUTURE RESULTS OF OPERATIONS

One hundred percent of the results of operations and net book value of Kinam are
reflected in our consolidated financial statements, adjusted to conform with
Canadian Generally Accepted Accounting Principles, and adjusted to eliminate the
inter-corporate demand loan and advances due to us. The Kinam preferred stock
held by non-affiliates is reflected as minority interest on our balance sheet at
a value of $48 million as of December 31, 2001 and is increased quarterly by the
accrual of dividends on the Kinam preferred stock held by non-affiliated
holders. If we acquire all or a portion of the preferred stock from the
non-affiliated holders pursuant to this tender offer, the only change that will
occur to our balance sheet is the elimination of all or a portion of the $48
million minority interest and the reduction of the carrying value of certain
property, plant, and equipment on the consolidated balance sheet by the
difference between the book value and the purchase price of the Kinam preferred
stock acquired by us. In addition, our future earnings would improve as a result
of lower future depreciation, depletion and amortization accruing on the lower
depreciable basis and the elimination of dividends accruing on the Kinam
preferred stock held by the non-affiliated holders in the annual amount of
approximately $3.4 million if all of the Kinam preferred stock is acquired by
us.

WHOLLY-OWNED SUBSIDIARY

Making Kinam a wholly-owned subsidiary will decrease the costs of maintaining
and auditing separate financial statements for Kinam and eliminate the costs of
holding separate shareholder meetings. It will permit us to take any required
action by written consent as the sole shareholder of Kinam, without any notice
or information requirements to minority shareholders. In addition, it will
permit us to structure the financial and business relationships between Kinam
and Kinross without regard to the potential impact on minority shareholders.

SAVE REPORTING COSTS

As a publicly-held company, Kinam is subject to the information requirements of
the Exchange Act. This requires the annual audit of Kinam's financial statements
and the preparation and filing of quarterly reports and annual reports to
shareholders and the investment community in the United States. In addition,
Kinam is required to prepare and file proxy solicitation materials or
shareholder information statements and interim reports with respect to certain
material developments. Termination of Kinam's reporting obligations under the
Exchange Act would result in the elimination of the costs, and management time
and effort, associated with these requirements.

CONSEQUENCES OF THE TENDER OFFER

As set forth above, the intent of the tender offer is to make Kinam a
wholly-owned subsidiary, thereby terminating Kinam's reporting obligations as a
publicly-held company. It is anticipated that on completion of the offer, Kinam
will delist its preferred stock from the American Stock Exchange and terminate
the registration of the Kinam preferred stock under the Exchange Act. As a
consequence, Kinam would no longer be subject to the reporting and other
requirements of the Exchange Act, including requirements to file annual and
other periodic reports, to provide proxy and information statements to
shareholders in connection with annual or special meetings of shareholders, or
to provide the type of going-private disclosure contained in this offer to
purchase.

Holders of Kinam preferred stock who do not tender their shares prior to the
expiration date would continue as shareholders of Kinam. In the event that we do
not acquire all of the shares of the Kinam preferred stock, Kinross proposes to
complete a merger or recapitalization, in which any remaining non-affiliated
holders would receive cash for their shares of preferred stock. However, we are
under no obligation to do so and may permit such shareholders to retain their
shares of Kinam preferred stock and remain minority shareholders in Kinam.

Holders, who do tender their shares of Kinam preferred stock will no longer
participate as equity holders in the business and prospects of Kinam. These
holders will be exchanging their rights represented by the Kinam preferred stock
for the right to receive cash in the amount of $16.00 per share.

We intend to hold the shares acquired in the offer. If we acquire all of the
remaining 894,600 shares of Kinam preferred stock that we do not already own,
through this tender offer or otherwise, we will determine at that time whether
to retire, cancel or continue to hold the shares. At this time, Kinross has no
intention or plan to cause any of the shares acquired in the offer to be
redeemed by Kinam. The completion of the tender offer will not affect the
capitalization or financial statements of Kinam. See PLANS OF KINAM AND KINROSS
AFTER THE TENDER OFFER. At the time of this offer, we own 51.4% of the
outstanding shares of Kinam preferred stock. If we acquire a sufficient number
of shares to give us control of 66.67% of the Kinam preferred stock, we will
have the necessary vote to control all matters submitted to a vote of the Kinam
preferred stock, whether or not the preferred stock votes with the Kinam common
shares or separately as an independent class.

TERMS OF THE KINAM PREFERRED STOCK

The Kinam preferred stock is governed by the designation establishing the
preferred stock under Kinam's articles of incorporation. The designation
establishes a class of 1,840,000 shares, par value $1.00 per share, of $3.75
Series B Convertible Stock. Holders of the preferred stock are entitled to
receive dividends "when, as, and if declared" by the board of directors of Kinam
at an annual rate of $3.75 per share. Those dividends must be paid prior to the
payment of any dividends with respect to a junior stock, including the common
shares. The dividends are cumulative. However, there is no obligation requiring
the board of directors to declare dividends. In addition, under Nevada corporate
law, Kinam is prohibited from paying dividends if its total assets are less than
its total liabilities. Based on its financial statements, Kinam's total
liabilities exceeded its total assets by $81.3 million as of September 30, 2001.
Consequently, Kinam currently is prohibited from paying dividends on the
preferred stock, unless it otherwise

concludes that the current fair value of its assets, less the amount of the
proposed dividend, would exceed its liabilities. To the extent that excess funds
that might be used to pay dividends become available in the future, the board of
directors of Kinam would decide whether to use these funds to pay a dividend to
the holders of the Kinam preferred stock, to invest them in the further growth
of the business, including the development, exploration, and/or acquisition of
mining properties, or to use the funds to reduce the debt of Kinam, including
its obligations to us. There can be no assurance that any such funds would be
used for the payment of dividends.

Subsequent to November 15, 2001, when six consecutive quarterly dividend
payments had not been paid by Kinam, the holders of the preferred stock, as a
group, have had the right to elect two board members to the board of directors
of Kinam. However, as a result of our ownership of a majority of the outstanding
Kinam preferred stock, we are able to control the election of these directors.

Since the date of our acquisition of Kinam in 1998, the Kinam preferred stock
has been convertible into our common shares at a current rate of 4.8512 of our
common shares for each share of Kinam preferred stock. This conversion can be
made at the election of the holders of the Kinam preferred shares. The
conversion ratio is subject to adjustment in the event of certain
recapitalization events in Kinross, which we do not currently anticipate will
occur.

Kinam has the right, but not the obligation, to redeem outstanding shares of
Kinam preferred stock. This redemption right could currently be exercised for
$51.125 per share, which will decrease to $50.75 on August 15, 2002, $50.375 on
August 15, 2003, and then to $50.00 per share on August 15, 2004, and thereafter
plus, in each case, accrued and unpaid dividends. It is not anticipated that
Kinam will exercise this redemption right.

The preferred stock has a liquidation preference of $50.00 per share. This
preference would be paid prior to any amounts being distributed to holders of
junior stock, including the common shares. However, the preference would only be
paid after satisfaction of all of the debts of Kinam, including the payment of
the obligations to Kinross. As of September 30, 2001, our liabilities exceeded
our assets, for financial reporting purposes, by $81.3 million. It is not
anticipated that Kinam will be liquidated and there is no obligation to do so.

The holders of the shares of the Kinam preferred stock are entitled to 1.4 votes
per share. The preferred stock votes together with the common shares as a single
class, unless otherwise specifically provided in the designation or as may be
required by Nevada corporate law. The designation grants separate class voting
rights to the preferred stock if Kinam proposes to amend its articles of
incorporation so as to adversely affect the rights of the holders of the
preferred stock; to authorize or issue a class of stock senior to the preferred
stock; or to reclassify the preferred stock. Any of the foregoing would require
approval of the holders of at least 66-2/3% of the outstanding preferred stock.

FAIRNESS OF THE OFFER

The following disclosure supercedes and replaces in its entirety the discussion
of the consideration by the Kinam special committee of the fairness of the offer
appearing under the caption FAIRNESS OF THE OFFER in the Offer to Purchase. The
disclosure regarding the consideration of the fairness of the offer by the
Kinross board of directors is not reproduced below.

Both the board of directors of Kinross and the special committee of Kinam
unanimously determined that the offer to purchase the Kinam preferred stock from
the non-affiliated holders for $16.00 per share is fair to the non-affiliated
holders. However, an unaffiliated representative to act solely on behalf of the
non-affiliated holders was not retained to participate in the negotiations of
the terms of the offer and the tender offer is not subject to approval by the
majority of the non-affiliated holders. Holders who accept the tender offer will
be exchanging their rights represented by the Kinam preferred stock for cash in
the amount of $16.00 per share. Thereafter, they will not participate as equity
holders in the business and prospects of Kinam.

The board of directors of Kinam appointed the special committee to review the
fairness of the offer to the non-affiliated holders. The members of this special
committee are not employees of either Kinam or Kinross but are directors of
Kinross and hold equity positions in Kinross, in the aggregate totaling less
than 1% of the issued and outstanding Kinross common shares. In addition, one of
the members of the special committee, Mr. Mingay, is a

partner in a law firm that provides legal services to both Kinam and Kinross.
The special committee retained independent counsel to advise it and Raymond
James to provide an opinion regarding the fairness, from a financial point of
view, of the offer. Based on the appointment of the special committee consisting
exclusively of non-employee members, the retention by that committee of
independent legal counsel to advise it regarding its duties, the opinion
provided to the special committee by Raymond James as to the fairness, from a
financial point of view, of the price offered by Kinross in the tender offer,
and a number of other factors, the special committee unanimously concluded that
the terms of the offer were fair to the non-affiliated holders.

Each of the members of the special committee is a director of Kinross and holds
an equity position in Kinross and, consequently, is not independent from the
Kinross tender offer. As a result of this lack of independence, the special
committee did not deem it appropriate for it to make a recommendation with
respect to whether the non-affiliated holders should accept or reject the tender
offer. The special committee therefore determined that it should remain neutral
and did not recommend for, recommend against, or express an opinion with respect
to whether the non-affiliated holders should accept the tender offer. Each
holder of Kinam preferred stock should independently decide, based on the
information in this offer to purchase, the information about Kinam and Kinross
that is publicly available, and any other factors deemed relevant by the holder,
whether or not it is in such holder's best interests to accept or reject the
tender offer.

The factors considered by the special committee in arriving at its decisions
with respect to fairness and whether or not to recommend acceptance of the
tender offer are described herein and in Kinam's Solicitation/Recommendation
Statement on Schedule 14D-9 which was furnished to the non-affiliated holders
with the Offer to Purchase on or about February 20, 2002. The Schedule 14D-9 has
also been amended consistently with this Amendment and Supplement and is
available at the SEC's website, WWW.SEC.GOV, or can otherwise be obtained from
the SEC. See the discussion in the Offer to Purchase under the caption
ADDITIONAL INFORMATION. Also included with the Schedule 14D-9 was the opinion of
Raymond James. You should read the Solicitation/Recommendation Statement and the
opinion of Raymond James carefully.

In reaching the determination that the tender offer was fair to the
non-affiliated holders, the special committee considered, among other matters,
the following items:

o That Raymond James, an independent financial advisor, provided a
fairness opinion to the special committee of Kinam directors, which
opinion concluded, as of February 14, 2002, based upon and subject to
the various considerations set forth in its opinion, that the $16.00
per share offer price is fair, from a financial point of view, to the
holders of the Kinam preferred stock;

o The financial analysis of Raymond James contained in the report
delivered to the special committee by Raymond James in connection with
its fairness opinion, including its determination that the net asset
value of Kinam ranged from a negative $116 million to a negative $73.3
million so that the holders of Kinam preferred stock would not receive
anything upon liquidation of Kinam;

o The fact that Kinross' offering price represents a premium of 71.4%
above the average closing price for the Kinam preferred stock of
$9.337 for the 30 trading days prior to the first announcement
regarding Kinross' consideration of the tender offer at a potential
price of $16.00 per share;

o The fact that the historical trading volume for the Kinam preferred
stock has been limited and that the trading market is illiquid, which
may cause isolated transactions in the stock to have a significant
impact on the trading price and which may make it difficult for
holders of a substantial amount of preferred stock to sell their
securities at prices reported by the American Stock Exchange;

o The current conversion rate of the Kinam preferred stock under the
Kinam articles of incorporation of 4.8512 common shares of Kinross for
each share of Kinam preferred stock and the recent trading prices of
the Kinross common shares;

o The fact that Kinam's financial statements, as of September 30, 2001,
reflect that its liabilities exceed its assets by $81.3 million, and
that Nevada corporate laws prohibit the payment of dividends by a
corporation if, after payment of the dividend, its liabilities would
exceed the value of its assets;

o The fact that Kinam suffered net losses of $53.2 million and $112.7
million for the years ended December 31, 2000 and 1999, respectively,
and $12.8 million for the nine months ended September 30, 2001, even
though it was not paying interest on its obligations to Kinross or
paying for the management services provided by Kinross;

o The significant obligation of Kinam to Kinross in the amount of
approximately $290 million at December 31, 2001;

o The rights and preferences of the Kinam preferred stock, as set forth
in the articles of incorporation of Kinam, including the dividend and
liquidation preferences, voting rights, conversion rights, and the
redemption provisions;

o The fact that the liquidation preference set forth in the Kinam
preferred stock designation would be subject to the payment of all of
the other liabilities and obligations of Kinam, the financial
statements of Kinam reflected a negative net asset value of $81.3
million, and the net asset value of Kinam determined by Raymond James
ranged from a negative $116 million to a negative $73.3 million so
that the holders of Kinam preferred stock would not receive any
payment on the liquidation preference held by them in the event of the
liquidation of Kinam;

o The fact that no provision in the Kinam preferred stock designation
obligates Kinross to repurchase or redeem the shares of Kinam
preferred stock or to liquidate Kinam at any set time in the future;
and

o The future business prospects of Kinam and the gold market in general,
including Kinam's operations and assets and their relationship to the
price of gold.

In coming to its conclusion that the offer is fair to the non-affiliated
holders, the special committee of Kinam directors also considered the following
negative factors:

o The fact that Kinross acquired the shares of Kinam preferred stock
that it now holds in July 2001 in exchange for Kinross common shares
which were valued at more than the $16.00 price per share offered in
the tender offer. The special committee recognized that the stock
acquired in July of 2001 was acquired for Kinross common shares,
rather than cash, and that the acquisition price was recorded for
financial reporting purposes at a price higher than that used by
Kinross for negotiating purposes, solely as a result of the increase
in the trading price of Kinross common shares during the negotiations
and consummation of the transaction. Kinross had used the trading
range of the Kinross common stock in the last quarter of 2000 and the
first quarter of 2001, when closing prices for the Kinross common
stock ranged from $0.406 to $0.75, with most closing prices between
$0.50 and $0.60, in negotiating the number of shares of Kinross common
stock to be issued. The transaction was recorded for financial
reporting purposes at $0.96 per share, the closing price on the date
it was announced, June 12, 2001. This amount was higher than the
assumed value during negotiations and resulted in a value on the
transaction for financial reporting purposes of $25.80 per Kinam
preferred share. One week later Kinam closed two other purchases that
were valued for financial reporting purposes at $18.29 per share of
Kinam preferred stock. See THE OFFER--TRANSACTIONS AND AGREEMENTS
CONCERNING THE SHARES;

o The fact that shareholders who tender their shares, or who receive
cash in exchange for their shares in any merger following the tender
offer, will no longer be holders of the Kinam preferred stock and,
therefore, will not participate in any future earnings or growth of
Kinam that may otherwise positively affect the value of the Kinam
preferred stock, to the extent any occurs;

o The fact that the special committee of Kinam directors that was formed
for the purpose of independently analyzing the fairness of the Kinross
tender offer are all also directors and equity holders of Kinross and

thus subject to conflicts of interest with respect to their
recommendation and findings related to the Kinross offer; and

o The fact that, since Kinross owns 100% of the outstanding common
shares and over 50% of the outstanding preferred shares of Kinam, no
third-party would be likely to make any bid for the publicly-held
shares of Kinam preferred stock and, consequently, there can be no
"market check" on the transaction by someone making a competing bid.

Raymond James performed an analysis of Kinam's net asset value based on
discounted cash flows. This analysis reflects the going concern value of Kinam.
Raymond James concluded that Kinam's net asset value ranged from a negative $116
million to a negative $73.3 million, giving the preferred stock no value under
this analysis. See FAIRNESS OPINION OF RAYMOND JAMES; DISCOUNTED CASH FLOW
ANALYSIS. Neither Raymond James nor the special committee formally analyzed the
liquidation value of Kinam, since the net asset value analysis indicated that
the preferred stock had insufficient asset coverage for a liquidation analysis
to be meaningful. The liquidation of mines and mining equipment is difficult,
particularly in a liquidation in which the sale of the assets is made under
distressed circumstances. In addition, based on the financial statements of
Kinam as of September 30, 2001, which reflect the assets and liabilities of
Kinam on a historical cost basis adjusted for amortization, depreciation and
depletion, the holders of the preferred shares would not be entitled to any
payment on liquidation of Kinam since its assets were $81.3 million less than
its liabilities. Finally, the liquidation of Kinam was not considered as an
alternative to the tender offer and there is no obligation or plans to liquidate
Kinam. As set forth above, based on either the financial statements or the net
asset value analysis performed by Raymond James, there would not be sufficient
assets to pay any amount to the holders of the Kinam preferred stock on a going
concern basis or in a liquidation.

After considering the factors described above, the Kinam special committee
unanimously concluded that the offer is fair to the non-affiliated holders of
Kinam preferred stock. The foregoing discussion of the information and factors
considered by the special committee is not intended to be exhaustive, but is
believed to include all material factors considered by the special committee. In
reaching its conclusion, the special committee did not assign any relative or
specific weight to individual factors, and individual members of the special
committee may have given differing weights to different factors. The
determination by the special committee does not purport to be the only
conclusion possible. In the final analysis, the adequacy, fairness, and
acceptability of the tender offer is for each non-affiliated holder to decide in
the manner that each holder deems best.

No arrangements have been made to grant the non-affiliated holders of the Kinam
preferred stock access to the corporate files of Kinross or Kinam or to obtain
counsel or appraisal services at the expense of Kinross or Kinam.

PLANS OF KINAM AND KINROSS AFTER THE TENDER OFFER

It is anticipated that Kinam will continue to conduct its historical business of
mining and processing gold ore subsequent to the tender offer. There is no
current intent to materially change the business of Kinam or to sell Kinam or a
significant portion of its assets. We anticipate that the members of the board
of directors of Kinam who are not also officers of Kinam, may resign subsequent
to the tender offer.

We are seeking to acquire all of the shares of the Kinam preferred stock that we
do not currently own through the tender offer. To the extent that not all of
such shares are tendered into the offer, we intend to pursue a merger or a
recapitalization in which the remaining holders of the Kinam preferred stock
would receive $16.00 per share for their shares of Kinam preferred stock.
However, we are under no obligation to complete such a merger or
recapitalization or to pay $16.00 per share and may decide, subsequent to the
completion of the tender offer, and particularly if we do not acquire sufficient
shares in the tender offer to increase our holdings to 66-2/3% or greater of the
Kinam preferred stock, not to proceed with the merger or recapitalization or to
change the price if we do proceed.

If we elect not to proceed with a merger or recapitalization, holders of Kinam
preferred stock who do not tender into this offer will remain as shareholders of
Kinam. However, it is not anticipated that Kinam will declare any dividends on
the preferred stock in the foreseeable future or that a public trading market
will continue to exist for the Kinam preferred stock.

If we proceed with a merger subsequent to the tender offer, we will create a
newly-formed, wholly-owned subsidiary for the purpose of merging with Kinam. If
we obtain sufficient shares of the Kinam preferred stock in the tender offer so
that we hold 90% or more of the outstanding preferred stock, we will complete a
"short-form" merger under the corporate code of the state of Nevada. This
permits us to authorize and complete the merger by action of our board of
directors, and the merger would not be subject to, or submitted to, the vote of
the shareholders of Kinam.

In the event that we do not hold 90% or more of the Kinam preferred stock, the
merger would be required to be approved by the shareholders of Kinam. Approval
of the merger requires the affirmative vote of the Kinam common stock and the
Kinam preferred stock voting separately as individual classes. This approval
would require the affirmative vote of a majority of the outstanding common stock
and 66-2/3% of the outstanding preferred stock. We currently hold 100% of the
Kinam common stock and 51.4% of the Kinam preferred stock. If we acquire
sufficient shares of Kinam preferred stock as a result of this tender offer so
as to increase the number of shares of Kinam preferred stock we hold to 66-2/3%
or more of the outstanding preferred stock we will vote all shares held by us in
favor of the proposal and the merger would be approved whether or not remaining
non-affiliated holders voted for or against the merger. If we do not acquire a
sufficient number of shares of Kinam preferred stock, the affirmative vote of
additional holders of Kinam preferred stock will be required to obtain the
66-2/3% majority necessary to approve the merger.

If we elected to proceed with a recapitalization, we would propose a reverse
split of the outstanding preferred stock so that all of the remaining holders of
preferred stock, except for us, would be reduced to owning a fraction of a
share. We would not issue fractional shares and instead would pay the holders an
amount of cash equal to $16.00 per share (on a pre-split basis). Approval of the
recapitalization would require the affirmative vote of the Kinam common stock
and the Kinam preferred stock voting separately as individual classes. This
approval would require the affirmative vote of a majority of the outstanding
common stock and 66-2/3% of the outstanding preferred stock. We currently hold
100% of the Kinam common stock and 51.4% of the Kinam preferred stock. If we
acquire sufficient shares of Kinam preferred stock as a result of this tender
offer so as to increase the number of shares of Kinam preferred stock we hold to
66-2/3% or more of the outstanding preferred stock we will vote all shares held
by us in favor of the proposal and the recapitalization would be approved
whether or not remaining non-affiliated holders voted for or against the
recapitalization. If we do not acquire a sufficient number of shares of Kinam
preferred stock, the affirmative vote of additional holders of Kinam preferred
stock will be required to obtain the 66-2/3% majority necessary to approve the
recapitalization.

If either type of merger or a recapitalization is completed, the remaining
non-affiliated holders would receive cash in exchange for the shares of Kinam
preferred stock then held by them. Under Nevada corporate law, shareholders
would have the right to dissent from a merger as described under DISSENTERS'
RIGHTS OF APPRAISAL.

TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES

In December of 2000, through a representative, we approached the Franklin Funds,
the largest holder of Kinam preferred stock, with a proposal to exchange their
Kinam preferred shares for convertible debt obligations of Kinross on the basis
of an exchange ratio that the Franklin Funds valued at $10.00 for each share of
Kinam preferred stock. The Franklin Funds rejected this proposal and indicated
that, in their view, the shares of the Kinam preferred stock were worth at least
$14.00 cash per share. The Franklin Funds indicated that they would be prepared
to participate in an exchange of their preferred shares for convertible debt
securities of Kinross, if the preferred shares were valued at $20.00 per share.
The Franklin Funds also stated that they were considering legal action against
us with respect to the Kinam preferred stock they held. The value demanded by
the Franklin Funds and their counterproposal was not acceptable to Kinross and
negotiations on this proposal ceased. Franklin Funds continued to threaten
litigation.

In March of 2001, representatives of our senior management and representatives
of the Franklin Funds both attended a trade conference and, while there,
commenced preliminary discussions regarding a possible exchange of the shares of
the Kinam preferred stock held by the Franklin Funds for Kinross common shares.
The Franklin Funds indicated that it would be possible for them to take Kinross
common shares in exchange for the Kinam preferred stock if an appropriate
exchange ratio could be agreed upon. During negotiations, we agreed to extend
the statute of limitations period for any legal claims the Franklin Funds had
against us with respect to the Kinam preferred stock. The Franklin Fund demanded
21,500,000 shares of Kinross common stock in exchange for its 800,000 shares of
Kinam

preferred stock, an exchange ratio of 26.875 to 1. We were initially unwilling
to accept their demand and negotiations continued through April and May 2001.
During the course of the negotiations, the Franklin Funds asserted that if an
agreement were not reached by the end of May, 2001 they would pursue litigation.
Ultimately, we agreed to the exchange ratio proposed by the Franklin Funds in a
phone call on May 29, 2001.

The closing price for the Kinross common shares during the month of March 2001,
when these discussions started, ranged from a low of $0.49 a share to a high of
$0.64 per share. This was consistent with the trading range that had existed
during the last quarter of 2000 and the first quarter of 2001. For example,
during February 2001 the low closing price was $0.44 per share and the high
closing price was $0.60 per share. In January 2001, the low was $0.45 per share
and the high was $0.625 cents per share. During the quarter ended December 31,
2000, the low was $0.406 per share and the high was $0.75 per share.

The stock continued in this price range during the month of April and the first
half of May, while negotiations were continuing. Most of the closing share
prices during the seven months ended April 30, 2001, were in the $0.50-$0.60 per
share range. Assuming a share price of $0.50 for the Kinross common stock, each
share of Kinam preferred stock would have been valued at $13.44 based on the
exchange ratio agreed to by the parties. At $0.60 per share, the Kinam preferred
stock would have been valued at $16.125 per share. On May 16, 2001, the closing
price increased to $0.75 per share, and over the following three days, to $1.10
per share. This increase in trading price occurred at the same time that spot
gold prices, over which neither Kinross nor the Franklin Funds had control,
increased to $298 per ounce. A month later, on June 12, 2001, for financial
accounting purposes, Kinross used the closing price of $0.96 per share to record
the transaction, as required by Canadian Generally Accepted Accounting
Principles, which attributed a value of $25.80 per share to the Kinam preferred
stock acquired. This amount was based solely on the closing price of the Kinross
common stock on the date the transaction was announced, which was substantially
higher than the recent trading prices for the Kinross common stock which the
parties had relied on in the negotiations. Throughout the negotiations, the
Franklin Funds refused to ascribe increased value to the Kinross common shares
despite the increase in the market price, as it viewed the rise in the gold
price as a short-term phenomenon.

Subsequent to the announcement of the transaction with the Franklin Funds,
Kinross was approached by two other institutional investors. These negotiations
did reflect the recent increased closing prices for the Kinross common stock and
provided for and exchange ratio of 18.48 shares of Kinross common stock for each
share of Kinam preferred stock, in contrast to the 26.875 shares to 1 exchange
ratio in the Franklin Funds transaction. The Kinross common stock closed at
$0.99 per share on the day that it was valued for financial reporting purposes,
resulting in a value of $18.29 per share being booked for these transactions.

Both of these amounts were higher than what Kinross would have paid for the
stock in cash. Kinross was willing to pay a higher price per share in order to
be able to acquire the Kinam preferred stock in exchange for its own securities.
Having resolved the Franklin Funds concern, Kinross was unwilling to acquire
Kinam preferred stock from the other holders at that time.

LEGAL MATTERS; REGULATORY APPROVALS

Neither Kinam nor Kinross is aware of any license or regulatory permit that it
believes is material to its business that might be adversely affected by its
purchase of the Kinam preferred stock as contemplated herein or of any approval
or other action by any government or governmental, administrative or regulatory
authority or agency, domestic or foreign, that would be required for the
purchase by us of the Kinam preferred stock as contemplated herein. Should any
such approval or other action be required, Kinam and Kinross presently
contemplate that such approval or other action will be sought. Kinam and Kinross
are unable to predict whether the acceptance for payment of, or payment for,
shares tendered pursuant to the offer will be required to be delayed pending the
outcome of any such matter. There can be no assurance that any such approval or
other action, if needed, would be obtained or would be obtained without
substantial conditions or that the failure to obtain any such approval or other
action might not result in adverse consequences to the business of Kinam or
Kinross.

On March 7, 2002, we received a letter from Reginald H. Howe, which stated that
he represents two holders of the Kinam preferred stock who hold a total of 6,500
shares. In his letter, Mr. Howe states that his clients intend to pursue legal
action with respect to our tender offer if we do not amend the Offer to Purchase
and make certain

material changes to its terms, including the offering price. Mr. Howe's letter
sets forth various potential legal arguments with respect to our tender offer
for the Kinam preferred stock and our purchases of Kinam preferred stock from
three shareholders in July of 2001. See the discussion in the Offer to Purchase
entitled SPECIAL FACTORS--HISTORY; THE OFFER--TRANSACTIONS AND AGREEMENTS
CONCERNING THE SHARES.

We do not believe that Mr. Howe states any grounds on which his clients would be
entitled to relief and we intend to vigorously defend any legal action that may
be brought by Mr. Howe, if and when such legal action is filed. As of the date
hereof, Mr. Howe has not commenced any legal action, nor has he indicated an
intent to commence legal action prior to the expiration of the tender offer. We
anticipate that any legal action that may be filed may not be resolved for a
significant period of time. While Mr. Howe's threatened litigation gives us the
right to terminate our offer pursuant to the conditions contained in the Offer
to Purchase, we currently do not intend to exercise such right, and intend to
continue with the tender offer according to its terms. Although we do not
currently anticipate any change, we will make a public announcement concerning
any change in our position with respect to termination of the tender offer on
account of Mr. Howe's letter or other developments if and when such change
occurs. See the discussion in the Offer to Purchase entitled THE
OFFER--CONDITIONS OF THE OFFER.

THE DEPOSITARY FOR THE OFFER IS:

ALPINE FIDUCIARY SERVICES, INC.

BY MAIL: BY FACSIMILE TRANSMISSION BY HAND:
(FOR ELIGIBLE INSTITUTIONS ONLY):
Alpine Fiduciary Services, Inc. 17 State Street - 28th Floor
c/o Georgeson Shareholder Communications, (201) 559-1162 New York, NY 10004
Inc. Attn: Mark Zimkind
P.O. Box 2065 CONFIRM FACSIMILE TRANSMISSION
South Hackensack, NJ BY TELEPHONE:
07606-9974
(201) 460-2213

Questions or requests for assistance or for additional copies of this offer, the
Letter of Transmittal, or other offering materials may be directed to the
Information Agent at its address and telephone number set forth below.

THE INFORMATION AGENT FOR THE OFFER IS:

GEORGESON [LOGO] SHAREHOLDER

GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street, 10th Floor
New York, New York 10004

Banks and Brokers: (212) 440-9800
All Others Call Toll Free: (800) 223-2064

THE DEALER MANAGER FOR THE OFFER IS:

GEORGESON SHAREHOLDER SECURITIES

GEORGESON SHAREHOLDER SECURITIES CORPORATION
17 STATE STREET, 10TH FLOOR
NEW YORK, NEW YORK 10004

Banks and Brokers: (212) 440-9800
All Others Call Toll Free: (800) 445-1790

MARCH 21, 2002