The offer represents an attractive premium of 36.0% over the closing price of the Common Shares on theTSX Venture Exchange (“TSX-V”) on March 10, 2010, the last day of trading prior to announcement of
the offer, and a premium of approximately 50.2% based on the volume-weighted average prices of the
Common Shares and Kinross’ common shares, for the 20 trading days ended March 10, 2010.
“The offer will provide Underworld shareholders with immediate value for Underworld’s current assets and future
growth potential,” said Kinross President and Chief Executive Officer, Tye W. Burt. “It will also give Underworld
shareholders the opportunity to participate in a senior gold producer with a proven track record and significant
upside potential as we advance the next wave of our growth program. We have great respect for Underworld’s
management and employees, and their efforts to advance the White Gold project to its current stage of
development.”
Full details of the offer will be included in the formal offer and take-over bid circular (the “Circular”) expected to be
mailed to Underworld shareholders shortly after definitive agreements have been entered into between Kinross
and Underworld. The offer will be open for acceptance for at least 35 days following the commencement of the
offer. The offer will be subject to several conditions, including acceptance of the offer by the holders of at least
two-thirds of the outstanding Common Shares (calculated on a fully-diluted basis) and the receipt of all necessary
regulatory approvals. It is expected that if Kinross acquires at least two-thirds of the outstanding Common
Shares, Kinross intends to take steps to acquire all outstanding Common Shares not acquired pursuant to the
offer. If 100% of the Common Shares are tendered, Kinross will issue approximately 6.8 million common shares
pursuant to the transaction (based on the fully-diluted share capital of Underworld), representing approximately
1.0% of Kinross’ current outstanding common shares.
Underworld is a junior exploration company focused in Canada. Underworld’s key asset is the White Gold project,
located in the Tintina gold belt, approximately 95 km south of Dawson City, Yukon Territory.