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E xhibit 10.2
CROWN RESOURCES CORPORATION
STOCK PURCHASE AGREEMENT
This
agreement is dated as of December 30, 2004 and is by and between
CROWN RESOURCES
CORPORATION, a Washington corporation, ("Crown") and KINROSS GOLD
CORPORATION, a corporation existing under the laws of the Province
of Ontario, Canada ("Kinross"). Crown and Kinross are parties to an
Acquisition Agreement and Agreement and Plan of Merger, dated
November 20, 2003, as previously amended April 7, 2004 and
September 15, 2004, (the "Merger Agreement") pursuant to which a
subsidiary of Kinross will merge with and into Crown and Crown will
become a wholly-owned subsidiary of Kinross (the "Merger"). As a
result of delays in the implementation of the Merger, Crown has
incurred costs, and expects to continue to incur costs, relating to
permitting of its principal property ("Permitting Activities") that
it would have incurred as a subsidiary of Kinross had the Merger
been consummated on the anticipated schedule. It is currently
anticipated that the Merger will be consummated on or before May
31, 2005. In order to provide Crown with the funds required to
continue Permitting Activities as scheduled, Crown has agreed to
sell to Kinross and Kinross has agreed to purchase from Crown, in
each case upon the terms and subject to the conditions set forth
below, newly issued shares of Crown Common Stock.
NOW,
THEREFORE, the parties agree as follows:
1.
Purchase of Crown Common Stock . Crown agrees to sell to
Kinross and Kinross agrees to purchase from Crown ___________
511,640 newly issued shares of Crown Common Stock (the "Shares").
The purchase price for the Shares is US$1 million, payable in cash
by wire transfer against delivery of a certificate representing the
Shares. The purchase price has been calculated based on the average
closing price of the Crown Common Stock, as reported by NASDAQ, for
the twenty trading days immediately preceding the date of this
Agreement. The purchase of the Shares shall be consummated on or
before January 17, 2005.
2.
Representations, Warranties and Covenants of Crown . Crown
represents, warrants and covenants to Kinross as follows:
2.1
Organization and Standing . Crown is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Washington.
2.2
Authorization and Binding Obligation . Crown has the
necessary corporate power and authority to enter into and perform
this Agreement and to issue and sell the Shares to Kinross. Crown's
execution, delivery and performance of this Agreement has been duly
and validly authorized by all necessary action on its part. This
Agreement has been duly executed and delivered by Crown and
constitutes the legal, valid and binding obligation of Crown,
enforceable against Crown in accordance with its terms, except as
enforceability thereof may be limited by applicable bankruptcy,
insolvency, moratorium or similar laws affecting creditors' rights
generally and by the exercise of judicial discretion in accordance
with equitable principles.
2.3
Absence of Conflicting Agreements or Required Consents . The
execution, delivery and performance of this Agreement by Crown will
not violate any pre-emptive or other contractual or statutory right
of any other person enforceable against Crown and no c
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