Bema Gold Corp /Can/ Sample Contracts

Dated: __ December 2005
Loan Agreement • January 3rd, 2006 • Bema Gold Corp /Can/ • Gold and silver ores

THIS AGREEMENT, dated __ December, 2005 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement"), between:

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Dated: 21 July 2004
Term Loan Facility Agreement • March 24th, 2005 • Bema Gold Corp /Can/ • Gold and silver ores

THIS AGREEMENT, dated 21 July, 2004 (as amended, modified or supplemented in accordance with the terms hereof, this "Agreement"), between:

ARRANGEMENT AGREEMENT BETWEEN KINROSS GOLD CORPORATION AND BEMA GOLD CORPORATION
Arrangement Agreement • December 27th, 2006 • Bema Gold Corp /Can/ • Gold and silver ores • Ontario

WHEREAS the Parties have entered into a binding letter agreement dated November 6, 2006 (the “Letter Agreement”) pursuant to which the Parties agreed to effect a business combination;

Dated 15 February 2006 BEMA GOLD CORPORATION
Note Purchase Agreement • April 4th, 2006 • Bema Gold Corp /Can/ • Gold and silver ores • England
SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • July 6th, 2005 • Bema Gold Corp /Can/ • Gold and silver ores

THIS SECOND AMENDMENT AGREEMENT, dated 1 July 2005 (this "Second Amendment"), is entered into by and among BCK VENTURES LIMITED (the "Borrower"), BEMA GOLD CORPORATION ("Bema"), WHITE ICE VENTURES LIMITED ("White Ice"), KUPOL VENTURES LIMITED ("Kupol Cyprus" and, collectively with White Ice and Bema, the "Guarantors"), and BAYERISCHE HYPO- UND VEREINSBANK AG (the "Lender").

C Loan Agreement between CLOSED JOINT-STOCK COMPANY "CHUKOTKA MINING AND GEOLOGICAL COMPANY" and INTERNATIONAL FINANCE CORPORATION
C Loan Agreement • January 3rd, 2006 • Bema Gold Corp /Can/ • Gold and silver ores • England
Dear Optionholder:
Business Combination Agreement • December 28th, 2006 • Bema Gold Corp /Can/ • Gold and silver ores

The purpose of this letter is to advise you that Bema Gold Corporation (‘‘Bema’’ or the ‘‘Company’’) and Kinross Gold Corporation (‘‘Kinross’’) have entered into an agreement with respect to the business combination of Bema and Kinross (the ‘‘Agreement’’). The business combination will be effected by way of statutory plan of arrangement of Bema pursuant to Section 192 of the Canada Business Corporations Act (the ‘‘Transaction’’), whereby Kinross will acquire all of the outstanding common shares of Bema (the ‘‘Bema Shares’’) and effect certain related transactions. Under the Transaction, Bema shareholders will receive 0.4447 of a common share of Kinross (‘‘Kinross Share’’) plus Cdn$0.01 in cash for each Bema Share. Subject to obtaining court approval and satisfying all other conditions to closing, including the approval of Bema’s shareholders, it is anticipated that the Transaction will be completed in early February 2007.

Dear Warrantholder:
Business Combination Agreement • December 28th, 2006 • Bema Gold Corp /Can/ • Gold and silver ores

The purpose of this letter is to advise you that Bema Gold Corporation (‘‘Bema’’ or the ‘‘Company’’) and Kinross Gold Corporation (‘‘Kinross’’) have entered into an agreement with respect to the business combination of Bema and Kinross (the ‘‘Agreement’’). The business combination will be effected by way of statutory plan of arrangement of Bema pursuant to Section 192 of the Canada Business Corporations Act (the ‘‘Transaction’’), whereby Kinross will acquire all of the outstanding common shares of Bema (the ‘‘Bema Shares’’) and effect certain related transactions. Under the Transaction, Bema shareholders will receive 0.4447 of a common share of Kinross (‘‘Kinross Share’’) plus Cdn$0.01 in cash for each Bema Share (the ‘‘Share Consideration’’). As part of the Transaction, Bema will amalgamate with a subsidiary of Kinross, and will continue as one corporation as a subsidiary of Kinross (‘‘Amalco’’) under the Canada Business Corporations Act. Subject to obtaining court approval and satisf

Dated __ December 2005
Loan Agreement • January 9th, 2006 • Bema Gold Corp /Can/ • Gold and silver ores

THIS COMMON TERMS AGREEMENT is dated __ December 2005 (as amended, modified or supplemented from time to time in accordance with the terms hereof, this "Agreement"), and made between:

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