SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d OF
THE SECURITIES EXCHANGE ACT OF 1934
ECHO BAY MINES LTD.
Suite 1210
10180-101 Street, Edmonton
Alberta T5J 343 A1
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
Page 2
INDEX
Press Release dated January 31, 2003 3-4
Material Change Report dated February 6, 2003 5-6
Signature Page 7
Page 3
Press Release
January 31, 2003
Toronto, Canada - January 31, 2003 - Kinross Gold Corporation (TSX-K; Amex-KGC;
NYSE-KGC effective February 3, 2003) ("Kinross") is pleased to announce the
approval of the Combination by the shareholders of Echo Bay Mines Ltd. (TSX-ECO;
Amex-ECO) ("Echo Bay") and TVX Gold Inc. (TSX-TVX; NYSE-TVX) ("TVX") and the
receipt of final approval of the Plan of Arrangement by the Superior Court of
Justice, Ontario. As a result of the completion today of the Combination of
Kinross, Echo Bay and TVX and the acquisition of the 49.9% interest in the TVX
Newmont Americas joint venture from Newmont Mining Corporation (NYSE-NEM;
TSX-NMC; ASX-NEM) ("Newmont"), Kinross has become the seventh largest primary
gold producer in the world. Kinross is the only senior North American based gold
producer with both a strict non-hedging policy and less than 5% of reserves
hedged. Kinross has the most leverage to changes of gold price of all North
American based primary gold producers. Kinross operates and maintains joint
venture interests in 12 gold mines located on four continents. Although global
in reach, approximately 65% of Kinross gold production is from North America,
the highest percentage of any senior North American based gold producer.
Kinross' annualized gold production is expected to approach 2 million ounces per
year at total cash cost of less than US$200 per ounce.
Shareholders of both Echo Bay and TVX will become common shareholders of Kinross
based on the exchange ratios of 0.1733 and 2.1667, respectively. On Monday,
February 3, 2003 Kinross will begin trading on both the Toronto Stock Exchange
("TSX") and the New York Stock Exchange ("NYSE") reflecting the three-for-one
common share consolidation approved earlier by Kinross shareholders. To profile
its newly acquired senior status, Kinross will begin trading on the NYSE and to
mark the occasion, President and CEO, Robert (Bob) Buchan, joined by members of
Kinross management, will ring The Opening Bell(TM) on February 3, 2003. Bob
Buchan, stated: "Although the primary market for Kinross common shares remains
the TSX, the shifting of our U.S. listing to the NYSE is expected to increase
the profile of Kinross for American and international investors. The American
Stock Exchange has served Kinross and our U.S.-based shareholders very well and
will continue to be the marketplace for the Echo Bay warrants that have now
become exercisable into Kinross common shares on the terms described in the
Kinross' Management Information Circular and Supplement."
After the three-for-one common share consolidation, Kinross will have
314,238,627 common shares outstanding. As a result of its prior ownership of
shares of Echo Bay and TVX, Newmont will become Kinross' largest shareholder,
holding 43,238,427 common shares, representing 13.8% of Kinross' issued and
outstanding common shares. Pierre Lassonde, President of Newmont, stated: "We
are very pleased with our strategic investment in Kinross. As a major
shareholder in the new company, we are looking forward to sharing in Kinross'
success as the new senior gold producer. I would like to
Page 4
personally congratulate Bob and his management team for their efforts in putting
this three-way combination together, and in the process, unlocking tremendous
shareholder value." Bob Buchan added: "We look forward to enhancing value for
all our shareholders with this new, elevated platform particularly in light of
the improving fundamentals in the gold sector."
Letters of transmittal will be available at the offices of Georgeson Shareholder
Communications Canada, Inc. ("Georgeson"), at 66 Wellington St. W., Suite 5210,
Toronto Dominion Tower, Toronto Dominion Centre, Toronto, Ontario, on Monday,
February 3, 2003, and will be mailed to registered shareholders, commencing
February 5, 2003. Georgeson can also be contacted by phone at 416-862-8088 or
1-866-275-0885 and at www.georgesonshareholder.ca .
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, 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. Important factors that could cause actual
results to differ materially from Kinross' expectations are disclosed under the
heading "Risk Factors" and elsewhere in Kinross' documents filed from time to
time with the Toronto Stock Exchange, the United States Securities and Exchange
Commission and other regulatory authorities.
For further information: e-mail info@kinross.com or contact:
Robert M. Buchan Gordon A. McCreary
President and Chief Executive Officer Vice President, Investor Relations
Tel. (416) 365-5650 and Corporate Development
Tel. (416) 365-5132
Carl B. Hansen
Director Investor Relations
Tel: (416) 941-0119
Page 5
Material Change Report
Item 1. Reporting Issuer
The reporting issuer filing this material change report is Echo Bay
Mines Ltd. ("Echo Bay").
Item 2. Date of Material Change
January 31, 2003
Item 3. Press Release
Press release was issued in Toronto on January 31, 2003 with respect to
the material change and filed via SEDAR.
Item 4. Summary of Material Change
Kinross Gold Corporation ("Kinross") completes the previously announced
business combination (the "Combination") with TVX Gold Inc. ("TVX") and
Echo Bay.
Item 5. Full Description of Material Change
Kinross (TSX-K; NYSE-KGC) announced the approval of the Combination by
the shareholders of Echo Bay (TSX-ECO; Amex-ECO) and TVX (TSX-TVX;
NYSE-TVX) and the receipt of final approval of the Plan of Arrangement
by the Superior Court of Justice, Ontario. As a result of the completion
today of the Combination of Kinross, Echo Bay and TVX and the
acquisition of the 49.9% interest in the TVX Newmont Americas joint
venture from Newmont Mining Corporation (NYSE-NEM; TSX-NMC; ASX-NEM)
("Newmont"), Kinross has become the seventh largest primary gold
producer in the world. Kinross is the only senior North American based
gold producer with both a strict non-hedging policy and less than 5% of
reserves hedged. Kinross has the most leverage to changes of gold price
of all North American based primary gold producers. Kinross operates and
maintains joint venture interests in 12 gold mines located on four
continents. Although global in reach, approximately 65% of Kinross gold
production is from North America, the highest percentage of any senior
North American based gold producer. Kinross' annualized gold production
is expected to approach 2 million ounces per year at total cash cost of
less than US$200 per ounce.
Shareholders of both Echo Bay and TVX will become common shareholders of
Kinross based on the exchange ratios of 0.1733 and 2.1667, respectively.
On Monday, February 3, 2003 Kinross began trading on both the Toronto
Stock Exchange ("TSX") and the New York Stock Exchange ("NYSE")
reflecting the
Page 6
three-for-one common share consolidation approved earlier by Kinross
shareholders. To profile its newly acquired senior status, Kinross began
trading on the NYSE and to mark the occasion, President and CEO, Robert
(Bob) Buchan, joined by members of Kinross management, rang The Opening
Bell(TM) on February 3, 2003. Bob Buchan, stated: "Although the primary
market for Kinross common shares remains the TSX, the shifting of our
U.S. listing to the NYSE is expected to increase the profile of Kinross
for American and international investors. The American Stock Exchange
has served Kinross and our U.S.-based shareholders very well and will
continue to be the marketplace for the Echo Bay warrants that have now
become exercisable into Kinross common shares on the terms described in
the Kinross' Management Information Circular and Supplement."
Item 6. Reliance on Section 75(3) of the Securities Act (Ontario) and
analogous securities legislation of each of the other provinces of
Canada.
N/A
Item 7. Omitted Information
N/A
Item 8. Senior Officer
Ms. Shelley M. Riley
Corporate Secretary
Telephone: (416) 365-5198
Facsimile: (416) 365-0237
Item 9. Statement of Senior Officer
The foregoing accurately discloses the material change referred to
herein.
DATED at Toronto this 6th day of February, 2003.
ECHO BAY MINES LTD.
PER: /s/ Shelley M. Riley
---------------------------
Shelley M. Riley
Page 7
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ECHO BAY MINES LTD.
Signed: /s/ Shelley M. Riley
------------------------
Shelley M. Riley
Corporate Secretary