Common use of Representations and Warranties of Kinross Clause in Contracts

Representations and Warranties of Kinross. Kinross hereby represents and warrants to the Company as set forth below, and acknowledges that the Company is relying upon these representations and warranties in connection with the entering into of this Agreement. (a) Kinross is a corporation validly existing under the Laws of the Province of Ontario. (b) Kinross has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Kinross, and the performance of its obligations hereunder, have been duly authorized by the board of directors of Kinross (or any authorized committee thereof) and no other corporate proceedings on the part of Kinross are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by Kinross and constitutes a legal, valid and binding obligation of Kinross, enforceable by the Company against Kinross in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. (c) Kinross is: (i) resident in the Province of Ontario; (ii) an "accredited investor" as such term is defined in National Instrument 45-106, "Prospectus and Registration Exemptions"; and (iii) is purchasing Common Shares as principal for its own account. (d) KINROSS HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRS, IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE PURCHASED SHARES, AND IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE INVESTMENT IS LOST. (e) The distribution of the Purchased Shares pursuant to this Agreement has not been made through, or as a result of, and is not being accompanied by, (i) a general solicitation, (ii) any advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or (iii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (f) Kinross is not a U.S. Person and is not acquiring the Purchased Shares for the account of or benefit of a U.S. Person or a Person in the United States. (g) No Person has made any oral or written representations to Kinross: (i) that any person will resell or repurchase; or (ii) as to the future value or price of the Purchased Shares. (h) The execution and delivery of and performance by Kinross of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of Kinross' constating documents or by-laws, or any other contract, agreement, instrument, undertaking or covenant to which Kinross is a party or by which it is bound. (i) Kinross has obtained such legal and tax advice as it considers appropriate in connection with the offer, sale and issuance of the Purchased Shares and the execution, delivery and performance by it of this Agreement and the transactions contemplated by this Agreement. Kinross is not relying on the Company, its affiliates or counsel or any of them in this regard.

Representations and Warranties of Kinross. Kinross hereby represents and warrants to the Company as set forth below, follows and acknowledges that the Company Seller is relying upon these such representations and warranties in connection with the entering into of this Agreement.: (a) Kinross is a corporation company validly existing under the Laws of the Province of Ontario.OBCA and has full corporate power and authority to own its assets and conduct its business as now owned and conducted; (b) Kinross has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, including the issuance of Kinross Shares and Kinross Warrants in consideration for the Common Shares. The execution and delivery of this Agreement by Kinross, Kinross and the performance consummation of its obligations hereunder, the Offer have been duly authorized by the board of directors of Kinross (or any authorized committee thereof) and no other corporate proceedings on the part of Kinross are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by Kinross and constitutes a legal, valid and binding obligation of Kinross, enforceable by the Company against Kinross in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.; (c) The execution and delivery by Kinross is: of this Agreement and the performance by it of its obligations hereunder and the completion of the Offer will not violate, conflict with or result in a breach of any provision of (i) resident in the Province constating documents of Ontario; Kinross or those of any of its Subsidiaries, (ii) an "accredited investor" any agreement, contract, indenture, deed of trust, mortgage, bond, instrument, licence or permit to which Kinross or any of its Subsidiaries is a party or by which Kinross or any of its Subsidiaries is bound, or (iii) any Law to which Kinross or any of its Subsidiaries is subject or by which Kinross or any of its Subsidiaries is bound. Other than in connection with or in compliance with Appropriate Regulatory Approvals, applicable Laws and policies, no other authorization, consent or approval of, or filing with, any public body, court or authority is necessary on the part of Kinross for the consummation of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals and filings as to which the failure to obtain or make would not, individually or in the aggregate, prevent or materially delay consummation of the transactions contemplated by this Agreement; and (d) Kinross has, and will at the Expiry Date have, sufficient funds or adequate arrangements (as such term is defined understood for purposes of Section 97.3 of the Securities Act) for financing in National Instrument 45-106, "Prospectus and Registration Exemptions"; and (iii) is purchasing Common Shares as principal for its own account. (d) KINROSS HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRS, IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE PURCHASED SHARES, AND IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE INVESTMENT IS LOSTplace to satisfy the Offered Consideration. (e) The distribution of the Purchased Kinross Shares pursuant to this Agreement has not been made through, or as a result of, and is not being accompanied by, (i) a general solicitation, (ii) any advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or (iii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (f) Kinross is not a U.S. Person and is not acquiring the Purchased Shares for the account of or benefit of a U.S. Person or a Person in the United States. (g) No Person has made any oral or written representations to Kinross: (i) that any person will resell or repurchase; or (ii) as to the future value or price of the Purchased Shares. (h) The execution and delivery of and performance by Kinross of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of Kinross' constating documents or by-laws, or any other contract, agreement, instrument, undertaking or covenant to which Kinross is a party or by which it is bound. (i) Kinross has obtained such legal and tax advice as it considers appropriate be issued in connection with the offer, sale Offer will be validly issued as fully paid and issuance of the Purchased Shares non-assessable and listed for trading on TSX and the execution, delivery NYSE. The Kinross Warrants to be issued in connection with the Offer will be validly issued and performance by it of this Agreement and the transactions contemplated by this Agreement. Kinross is not relying listed for trading on the Company, its affiliates or counsel or any of them in this regardTSX.

Representations and Warranties of Kinross. Kinross hereby represents and warrants to the Company HWDC as set forth below, follows and acknowledges that the Company HWDC is relying upon these on such representations and warranties in connection with the entering into of transactions contemplated by this Agreement.: (a) Kinross is a corporation validly existing under the Laws of the Province of Ontario.; (b) Kinross has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Kinross, and the performance of its obligations hereunder, have been duly authorized by the board of directors of Kinross (or any authorized committee thereof) and no other corporate proceedings on the part of Kinross are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by Kinross and constitutes a legal, valid and binding obligation of Kinross, enforceable by the Company HWDC against Kinross in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' ’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. (c) As of the date hereof, Kinross does not own any HWDC Shares. (d) Prior to the date hereof, Kinross has disposed of all of its legal and beneficial interest in all of the Existing Shares and, to the best of its knowledge, no purchaser of such HWDC Shares from Kinross acquired beneficial ownership of more than 9.9% of the total number of outstanding HWDC Shares as a result of such purchase. (e) Kinross is: (i) resident in the Province of Ontario; (ii) an "“accredited investor" ” as such term is defined in National Instrument 45-106, "106 - Prospectus and Registration Exemptions"”; and (iii) is purchasing Common HWDC Shares as principal for its own account. (d) KINROSS HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRS, IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE PURCHASED SHARES, AND IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE INVESTMENT IS LOST. (e) The distribution of the Purchased Shares pursuant to this Agreement has not been made through, or as a result of, and is not being accompanied by, (i) a general solicitation, (ii) any advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or (iii) any seminar or meeting whose attendees have been invited by general solicitation or general advertising. (f) Kinross is not a U.S. Person and is not acquiring the Purchased Shares for the account of or benefit of a U.S. Person or a Person in the United States. (g) No Person has made any oral or written representations to Kinross: (i) that any person will resell or repurchase; or (ii) as to the future value or price of the Purchased Shares. (h) The execution and delivery of and performance by Kinross of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of condition) result in a breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of Kinross' constating documents or by-laws, or any other contract, agreement, instrument, undertaking or covenant to which Kinross is a party or by which it is bound. (i) Kinross has obtained such legal and tax advice as it considers appropriate in connection with the offer, sale and issuance of the Purchased Shares and the execution, delivery and performance by it of this Agreement and the transactions contemplated by this Agreement. Kinross is not relying on the Company, its affiliates or counsel or any of them in this regard.and

Representations and Warranties of Kinross. Kinross hereby represents and warrants to the Company HWDC as set forth below, follows and acknowledges that the Company HWDC is relying upon these on such representations and warranties in connection with the entering into of transactions contemplated by this Agreement.: (a) Kinross is a corporation validly existing under the Laws of the Province of Ontario.; (b) Kinross has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Kinross, and the performance of its obligations hereunder, have been duly authorized by the board of directors of Kinross (or any authorized committee thereof) and no other corporate proceedings on the part of Kinross are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by Kinross and constitutes a legal, valid and binding obligation of Kinross, enforceable by the Company HWDC against Kinross in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Laws affecting the enforcement of creditors' ’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. (c) As of the date hereof, Kinross does not own any HWDC Shares. (d) Prior to the date hereof, Kinross has disposed of all of its legal and beneficial interest in all of the Existing Shares and, to the best of its knowledge, no purchaser of such HWDC Shares from Kinross acquired beneficial ownership of more than 9.9% of the total number of outstanding HWDC Shares as a result of such purchase. (e) Kinross is: (i) resident in the Province of Ontario; (ii) an "“accredited investor" ” as such term is defined in National Instrument 45-106, "106 - Prospectus and Registration Exemptions"”; and (iii) is purchasing Common HWDC Shares as principal for its own account. ; and (div) KINROSS HAS KNOWLEDGE IN FINANCIAL AND BUSINESS AFFAIRSnot a “U.S. person” (as such term is defined in Rule 902(k) of Regulation S under the United States Securities Act of 1933, IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE PURCHASED SHARES, AND IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT EVEN IF THE ENTIRE INVESTMENT IS LOST. (e) The distribution of the Purchased Shares pursuant to this Agreement has not been made through, or as a result of, and is not being accompanied by, (i) a general solicitation, (ii) any advertisement including articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or (iii) any seminar or meeting whose attendees have been invited by general solicitation or general advertisingamended). (f) Kinross is not a U.S. Person and is not acquiring the Purchased Shares for the account of or benefit of a U.S. Person or a Person in the United States. (g) No Person has made any oral or written representations to Kinross: (i) that any person will resell or repurchase; or (ii) as to the future value or price of the Purchased Shares. (h) The execution and delivery of and performance by Kinross of this Agreement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event of or condition) result in a breach or violation of or a conflict with, or allow any other person to exercise any rights under any of the terms or provisions of Kinross' ’ constating documents or by-laws, or any other contract, agreement, instrument, undertaking or covenant to which Kinross is a party or by which it is bound. (ig) Kinross is the beneficial owner of, and has obtained such legal control or direction over, the Partnership Interest and tax advice as it considers appropriate in connection the Purchased Special Voting Shares with good title thereto, free and clear of all Encumbrances and, without limiting the offergenerality of the foregoing, sale and issuance neither the Partnership Interest nor any of the Purchased Special Voting Shares are subject to any voting trust, shareholders agreement or voting agreement. The Partnership Interest and the Purchased Special Voting Shares constitute all of the Partnership Units and Special Voting Shares that are held of record or beneficially owned by Kinross or over which Kinross has control or direction. Kinross has the sole right and power to dispose of the Partnership Interest and the Purchased Special Voting Shares and no Person (other than HWDC) has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for the execution, delivery and performance by it purchase or acquisition from Kinross of this Agreement the Partnership Interest and the transactions contemplated by this Agreement. Kinross is not relying on the Company, its affiliates or counsel or any of them in this regardPurchased Special Voting Shares.