Exhibit 4.3


    
      

    

     

    Exhibit
      4.3

     

    

      KINROSS
        BEMA ACQUISITION STOCK OPTION PLAN

       

      February
        27, 2007

       

      
        
          1.             
            Shares
            Subject to Plan

        

      

       

      1.1    Prior
        to
        the acquisition of all of the issued and outstanding common shares of Bema
        Gold
        Corporation (“Bema”) by Kinross Gold Corporation (“Kinross” or the “Company”)
        pursuant to an Arrangement Agreement between the Company and Bema dated
        as of December 21,
        2006
        (the
“Arrangement Agreement”), the Board of Directors of Bema (the “Bema Board”)
        granted to certain employees, directors, officers and others providing
        substantial services to Bema or certain of its associated, affiliated,
        controlled or subsidiary companies (collectively called “Eligible Persons”), the
        right or option to purchase common shares without nominal or par value in
        the
        capital of Bema (“Bema Common Shares”) pursuant to the Bema Gold Corporation
        Incentive Stock Option Plan (each, a “Bema Option”). For the purposes of this
        Plan, associated companies, affiliated companies, controlled companies and
        subsidiary companies will have the meanings set forth under Section 1 of
        the
Securities
        Act (Ontario).

       

      1.2    Each
        Bema
        Option outstanding immediately prior to the first moment of time (Toronto
        time)
        on the date of the issuance of the Certificate of Arrangement giving effect
        to
        the Arrangement Agreement (the “Effective Time”) shall, at the Effective Time,
        be exchanged for a fully-vested option granted by Kinross pursuant to this
        Plan
        (a “Kinross Replacement Option”) to acquire the number of Kinross common shares
        (“Kinross Common Shares”) equal to the product of (a) the number of Bema Common
        Shares subject to the Bema Option immediately before the Effective Time,
        and (b)
        0.445289 (being 0.4447 of a Kinross Common Share plus the portion of a Kinross
        Common Share that, immediately prior to the Effective Time, has a fair market
        value equal to $0.01 cash), provided that if the foregoing would result in
        the
        issuance of a fraction of a Kinross Common Share, then the number of Kinross
        Common Shares otherwise issued shall be rounded down to the nearest whole
        number
        of Kinross Common Shares. 

       

      1.3    The
        Company shall reserve for issuance 8,192,595 Kinross Common Shares to be
        issued
        upon exercise of Kinross Replacement Options granted pursuant to this Plan
        in
        exchange for Bema Options.

       

      
        
          2.             
            Exercise
            Price

        

      

       

      2.1    The
        purchase price of any Bema Common Shares in respect of which a Bema Option
        had
        been granted under the Bema option plan in existence prior to the Effective
        Time
        was fixed by the Bema Board at a purchase price not less than the fair market
        value of the Bema Common Shares at the time the Bema Option was granted.
“Fair
        market value” meant the closing price of the Bema Common Shares on the Toronto
        Stock Exchange on the last trading day before the day on which the Bema Options
        were granted. If no shares were traded on such a day, the fair market value
        was
        based on the closing price on the last previous day for which a trade was
        reported by the Toronto Stock Exchange.

       

      2.2    The
        exercise price per Kinross Common Share subject to any Kinross Replacement
        Option shall be an amount (rounded up to the nearest one-hundredth of a cent)
        equal to the quotient of (a) the exercise price per Bema Common Share subject
        to
        such Bema Option

       


      
        
           

        

        
           

          
            

          

        

        
           

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      immediately
        prior to the Effective Time divided by (b) 0.445289 (being 0.4447 plus such
        portion of a Kinross Common Share that, immediately prior to the Effective
        Time,
        has a fair market value equal to $0.01 cash), provided that the aggregate
        exercise price payable on any particular exercise of Kinross Replacement
        Options
        shall be rounded up to the nearest whole cent.

       

      
        3.             
          Option
          Term

      

       

      3.1    Prior
        to,
        or as of, the Effective Time, each Bema Option became fully vested and
        exercisable. Each Kinross Replacement Option that has been granted in
        exchange for a Bema Option pursuant to this Plan shall be fully exercisable
        for
        a period of ten (10) years from the date of grant of the respective Bema
        Option,
        and at the end of such time shall terminate.

       

      
        4.             
          Non-Transferable

      

       

      4.1    Any
        Kinross Replacement Option granted and exchanged for a Bema Option pursuant
        to
        this Plan shall be non-transferable by the person to whom it was granted
        otherwise than by will or the laws of descent and distribution and shall
        be
        exercisable during the person’s lifetime only by him.

       

      
        5.             
          Effect
          of Termination of Employment or Death

      

       

      5.1    If
        a
        participant in this Plan dies while employed by the Company or any of its
        affiliates (including Bema and its affiliates) (collectively, the “Kinross
        Group”), any Kinross Replacement Option held by him at the date of death shall
        be exercisable in whole or in part by the person(s) to whom the optionee’s
        rights under the Kinross Replacement Option shall pass by the optionee’s will or
        the laws of descent and distribution. All such Kinross Replacement Options
        shall
        be exercisable for one (1) year after the date of death or prior to the
        expiration of the option period in respect thereof, whichever is sooner,
        and at
        the end of such period shall terminate.

       

      5.2    If,
        after
        the period of eighteen (18) months immediately following the Effective Time
        (the
“Interim Period”), an optionee’s employment is terminated by the Kinross Group
        for cause, or if after the Interim Period an optionee is removed from office
        as
        a director or becomes disqualified from being a director by law, any Kinross
        Replacement Option or the unexercised portion thereof granted to such optionee
        shall terminate forthwith. If, after the Interim Period, an optionee ceases
        to
        be actively employed by the Kinross Group otherwise than by reason of death
        or
        termination for cause, or if an optionee ceases to be a director other than
        by
        reason of death, removal or disqualification, any Kinross Replacement Option
        or
        unexercised portion thereof held by such optionee at the effective date thereof
        may be exercised in whole or in part for a period that is the earlier of
        (a)
        ninety (90) days thereafter (all dates that are 90 days after the ceasing
        of
        active employment, the “Employment Option Termination Date”), and (b) the date
        the Kinross Replacement Option expires in accordance with its terms; and
        at the
        end of such period shall terminate.

       

      5.3    If,
        during the Interim Period, an optionee ceases to be actively employed by
        the
        Kinross Group other than for cause or by reason of death, or if an optionee
        ceases to be a director other than by reason of death or disqualification
        from
        being a director by law, such optionee may continue to exercise his or her
        Kinross Replacement Options in whole or in part during the period ending
        on the
        first to occur of (a) one year following termination or ceasing to be
        a

       


      
        
           

        

        
           

          
            

          

        

        
           

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      director,
        and (b) the expiry of the exercise period under the original Bema Option.
        Notwithstanding the foregoing, to the extent that the Kinross Replacement
        Options would subject an optionee to penalties under section 409A of the
        Internal
        Revenue Code
        of the
        United States, the optionee must exercise his or her Kinross Replacement
        Options
        in whole or in part during the period ending on the first to occur of (a)
        the
        last to occur of (i) December 31st
        of the
        calendar year in which the Employment Option Termination Date would have
        occurred had the optionee’s ceasing to be actively employed been deemed to take
        place after the Interim Period and (ii) the fifteenth day of the third month
        following the date that would have been the Employment Option Termination
        Date
        had the optionee’s ceasing to be actively employed been deemed to take place
        after the Interim Period, (b) one year following termination or ceasing to
        be a
        director, and (c) the expiry of the exercise period under the original Bema
        Option. If, during the Interim Period, an optionee’s employment is terminated by
        the Kinross Group for cause or an optionee becomes disqualified from being
        a
        director by law, any Kinross Replacement Option or the unexercised portion
        thereof granted to such optionee shall terminate forthwith.

       

      
        6.             
          No
          Rights As Shareholder

      

       

      6.1    No
        person
        shall have any of the rights of a shareholder in respect of Kinross Common
        Shares subject to a Kinross Replacement Option until such Kinross Common
        Shares
        shall have been paid for in full and issued.

       

      
        7.             
          Adjustment
          to Shares

      

       

      7.1    Subject
        to the policies, rules and regulations of any lawful authority having
        jurisdiction (including any exchange on which the shares of the Company are
        listed for trading), the number of Kinross Common Shares in respect of which
        Kinross Replacement Options were granted under this Plan shall be increased
        or
        decreased proportionately in the event of the subdivision or consolidation
        of
        the shares of the Company and, in the event of any such subdivision or
        consolidation, an appropriate adjustment shall be made so as to change the
        number of shares deliverable upon the exercise of the unexercised portion
        of any
        Kinross Replacement Option theretofore granted, without change in the total
        price applicable to the unexercised portion of any Kinross Replacement Option
        but with the corresponding adjustment in the price for each share covered
        thereby.

       

      7.2    In
        the
        event the Company is re-organized, amalgamated or merged with or consolidated
        into another corporation or in the event there is a change in control of
        the
        Company, the Board of Directors of the Company (the “Board”) may make such
        provisions as it deems appropriate for the exercise of outstanding Kinross
        Replacement Options or continuance of outstanding Kinross Replacement Options
        to
        prevent any increase or decrease in the number of shares deliverable upon
        their
        exercise.

       

      
        8.             
          Effect
          of Take-Over Bid

      

       

      8.1    If
        a bona
        fide offer (the “Offer”) is made to an optionee or to Kinross shareholders
        generally or to a class of shareholders which includes an option for shares
        of
        the Company, which Offer, if accepted in whole or in part, would result in
        the
        offeror exercising control over the Company within the meaning of subsection
        1(3) of the Securities Act (Ontario) (as amended from time to time), then the
        Company shall, immediately upon receipt of notice of the Offer,

       


      
        
           

        

        
           

          
            

          

        

        
           

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      notify
        each optionee currently holding a Kinross Replacement Option of the Offer,
        with
        full particulars thereof; whereupon such Kinross Replacement Option maybe
        exercised in whole or in part by the optionee so as to permit the optionee
        to
        tender the Kinross Common Shares received upon such exercise pursuant to
        the
        Offer. If the Offer is not completed within the time specified therein, at
        the
        option of the optionee, the optioned shares may be returned by the optionee
        to
        the Company and reinstated as authorized but unissued shares and the terms
        of
        the Kinross Replacement Option as set forth in this Plan shall again apply
        to
        the Kinross Replacement Option.

       

      
        9.             
          Written
          Agreement

      

       

      9.1    A
        written
        binding notice (together with a copy of this Plan) shall be sent by the Company
        to each person to whom a Kinross Replacement Option is granted hereunder
        which
        notice shall set out the purchase price and the terms and conditions on which
        the Kinross Replacement Option may be exercised, all in accordance with the
        provisions of this Plan. The notice shall be in such form as the Board may
        from
        time to time approve and may contain such terms considered necessary in order
        that the Kinross Replacement Option will comply with any provisions respecting
        stock options in the income tax or other laws in force in any country or
        jurisdiction or which the person to whom the Kinross Replacement Option is
        granted may from time to time be a resident or citizen. By accepting a Kinross
        Replacement Option pursuant to the Plan, a person thereby agrees that the
        Kinross Replacement Option shall be subject to all of the terms and provisions
        of the Plan and the applicable written binding notice.

       

      
        10.           
          Amendment
          of the Plan

      

       

      10.1        
        Subject
        to the policies, rules and regulations of any lawful authority having
        jurisdiction (including any stock exchange on which the Kinross Common Shares
        are listed for trading), the Board may at any time, without further action
        by
        the shareholders, amend this Plan or any Kinross Replacement Option granted
        hereunder in such respects as it may consider advisable and, without limiting
        the generality of the foregoing, it may do so to ensure that the Kinross
        Replacement Options granted hereunder will comply with any provisions respecting
        stock options in the income tax and other laws in force in any country or
        jurisdiction of which a person to whom a Kinross Replacement Option has been
        granted may from time to time be resident or a citizen, or it may at any
        time,
        without action by shareholders, terminate this Plan. However, no Kinross
        Replacement Option shall be amended until such amendment is approved by the
        Toronto Stock Exchange, and provided that shareholder approval will be required
        for any amendments to:

       

      
        	 	
                (a)

              	
                increase
                  the number of Kinross Common Shares reserved pursuant to this
                  Plan;

              


      

       

      
        	 	
                (b)

              	
                reduce
                  the purchase price of the Kinross Replacement Options held by an
                  insider
                  (as defined by TSX rules for this purpose) of the Company, including
                  through canceling and reissuing the Kinross Replacement Options;
                  or

              


      

       

      
        	 	
                (c)

              	
                extend
                  the term of any Kinross Replacement Options held by an insider
                  (as defined
                  by TSX rules for this purpose) of the Company beyond the original
                  expiry
                  date. 

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

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      The
        Board
        may not, however, without the consent of the Kinross Replacement Option holder,
        alter or impair any of the rights or obligations under a Kinross Replacement
        Option theretofore granted.

       

      
        11.           
          Termination
          of Plan

      

       

      11.1       
        The
        Plan
        shall terminate on the expiry or exercise of all outstanding Kinross Replacement
        Options granted under this Plan. This Plan governs those Kinross Replacement
        Options granted in exchange for Bema Options pursuant to this Plan. No
        additional Kinross Replacement Options may be granted under the
        Plan.

       

      
        
          12.           
            Administration
            of the Plan

        

      

       

      12.1       
        All
        decisions and interpretations made by the Board shall be binding and conclusive
        on the Company and on all persons eligible to participate in the Plan. No
        member
        of the Board shall be liable for any action taken or for any determination
        made
        in good faith in the administration, interpretation, construction or application
        of the Plan.

       

      12.2        
        All
        of
        the powers exercisable hereunder by the Board may, to the extent permitted
        by
        applicable law and authorized by resolution of the Board, be exercised by
        an
        Executive Committee of the Board.

       

      
        13.           
          Effective
          Date and Necessary Approvals

      

       

      13.1        
        The
        obligations of the Company to sell and deliver the Kinross Common Shares
        on the
        exercise of the Kinross Replacement Options is subject to the approval of
        any
        securities authorities or stock exchange on which the Kinross Common Shares
        are
        listed for trading which may be required in connection with the authorization,
        issuance or sale of such Kinross Common Shares. The Company will take
        commercially reasonable steps to obtain any such approval required in connection
        with the authorization, issuance or sale of such Kinross Common Shares from
        such
        securities authorities or stock exchange.

       

      
        14.           
          Tax
          Withholding 

      

       

      14.1         
        As
        a
        condition to the delivery of any Kinross Common Shares, other property or
        cash
        pursuant to any Kinross Replacement Option, (a) the Kinross Group may deduct
        or
        withhold (or cause to be deducted or withheld) from any payment or distribution
        to the relevant optionholder whether or not pursuant to the Plan, (b) the
        Board
        shall be entitled to require that the relevant optionholder remit cash to
        the
        Kinross Group (through payroll deduction or otherwise) or (c) the Kinross
        Group
        may enter into any other suitable arrangements to withhold, in each case
        in an
        amount sufficient in the opinion of the Company to satisfy any federal or
        other
        governmental tax withholding obligation on the part of the Kinross Group
        relating to a Kinross Replacement Option.

       

      
        15.           
          Options
          to U.S. Persons

      

       

      15.1         
        Kinross
        Common Shares shall not be issued with respect to a Kinross Replacement Option
        unless the exercise of such option and the issuance and delivery of such
        shares
        shall comply with all relevant provisions of law, including, without limitation,
        any applicable state

       


      
        
           

        

        
           

          
            

          

        

        
           

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      securities
        laws, the United States Securities Act of 1933, as amended (the “ 1933 Act”),
        the rules and regulations thereunder and the requirements of any stock exchange
        or automated inter-dealer quotation system of a registered national securities
        association upon which such shares may then be listed, and such issuance
        shall
        be further subject to the approval of counsel for the Company with respect
        to
        such compliance, including the availability of an exemption from registration
        for the issuance and sale of such shares. The inability of the Company to
        obtain
        from any regulatory body the authority deemed by the Company to be necessary
        for
        the lawful issuance and sale of any shares under this Plan, or the
        unavailability of an exemption from registration for the issuance and sale
        of
        any shares under this Plan, shall relieve the Company of any liability with
        respect to the non-issuance or sale of such shares. The Company will take
        commercially reasonable steps to obtain from any applicable regulatory body
        the
        authority deemed by the Company to be necessary for the lawful issuance and
        sale
        of such Kinross Common Shares under this Plan.

       

      If
        the
        Kinross Common Shares issuable upon exercise of the Kinross Replacement Options
        have not been registered under the 1933 Act, as a condition to the exercise
        of
        an option, the Company may require the optionee to represent and warrant
        in
        writing at the time of such exercise that the shares are being purchased
        only
        for investment and without any then present intention to sell or distribute
        such
        shares. At the option of the Company, a stop-transfer order against such
        shares
        may be placed on the stock books and records of the Company, and a legend
        indicating that the stock may not be pledged, sold or otherwise transferred
        unless an opinion of counsel is provided stating that such transfer is not
        in
        violation of any applicable law or regulation, may be stamped on the
        certificates representing such shares in order to assure an exemption from
        registration. The Company also may require such other documentation as may
        from
        time to time be necessary to comply with federal and state securities laws.
        

       

      
        16.           
          Extension
          of Expiry Date of Incentive Stock Options Expiring During a Trading
          Ban

      

       

      16.1       
        An
        extension to the expiry date of Kinross Replacement Options held by insiders
        (as
        defined by TSX rules for this purpose) of the Company which may expire during
        a
        restricted trading period, imposed on the Company by securities regulatory
        authorities or the Company (the “Blackout Period”), shall provide such optionees
        an extension to the right to exercise such options for a period of 10 business
        days commencing on the first business day after the expiry date of the Blackout
        Period.