TSX-V: GBR
VANCOUVER, BC, Feb. 17, 2022 /CNW/ - Great Bear Resources Ltd.
(the "Company" or "Great Bear") (TSXV: GBR) (OTCQX:
GTBAF) announced today that the Company has obtained a final order
from the Supreme Court of British
Columbia approving the previously announced acquisition of
Great Bear by Kinross Gold Corporation (TSX: K) (NYSE: KGC) by way
of a plan of arrangement (the "Transaction").
Under the terms of the Transaction, Great Bear securityholders
were able to elect, prior to 4:30
p.m. (Vancouver time) on
February 9, 2022 (the "Election
Deadline"), to receive C$29.00
per common share of Great Bear (each a "Great Bear Share")
in cash (the " All Cash Consideration") or 3.8564
common shares of Kinross (each a "Kinross Share") per Great Bear Share (the
"All Share Consideration", together with the All Cash
Consideration, the "Initial Consideration") both subject to
pro-ration to ensure maximum cash consideration of
approximately C$1.4 billion and a
maximum of approximately 80.7 million Kinross Shares issued as the
Initial Consideration. Great Bear securityholders who did not make
an election will receive the All Cash Consideration, subject to
pro-ration.
Based on valid elections received by the Election Deadline,
Great Bear shareholders who elected (or who were deemed to elect)
to receive the All Cash Consideration will be subject to pro-ration
and will receive approximately C$26.16 in cash and approximately 0.3783 Kinross
Shares per Great Bear Share. Great Bear shareholders who elected to
receive the All Share Consideration will not be subject to
pro-ration. The pro-ration set forth above is subject to changes in
the issued and outstanding Great Bear Shares prior to the effective
date of the Transaction.
Great Bear securityholders will also receive contingent
consideration in the form of contingent value rights providing for
further potential consideration equal to 0.1330 of a Kinross common
share per Great Bear Share (the "Contingent Consideration",
together with Initial Consideration, the "Consideration").
The Contingent Consideration will be payable in connection with
Kinross' public announcement of commercial production at the Dixie
project, provided that a cumulative total of at least 8,500,000
gold ounces of mineral reserves and measured and indicated mineral
resources have been publicly announced by Kinross for the Dixie
Project within 10 years.
The Transaction remains subject to the satisfaction of customary
closing conditions and is expected to close on or about
February 24, 2022. Following
completion of the Transaction, the Great Bear Shares are expected
to be delisted from the TSX-Venture Exchange and the OTCQX. An
application is also expected to be made for the Company to cease to
be a reporting issuer in the applicable jurisdictions upon closing
of the Transaction.
Information regarding the procedure for exchange of shares for
Consideration is provided in the Company's management information
circular dated January 13, 2022 (the
"Circular"). The Circular is available on SEDAR under the
Company's profile at www.sedar.com and on the Company's website at
www.greatbearresources.ca/investors/great-bear-kinross-transaction.
About Great Bear
Great Bear Resources Ltd. is a Vancouver-based gold exploration company
focused on advancing its 100% owned Dixie project in Northwestern Ontario, Canada. A
significant exploration drill program is currently underway to
define the mineralization within a large-scale, high-grade
disseminated gold discovery made in 2019, the LP Fault.
Additional exploration drilling is also in progress to expand and
infill nearby high-grade gold zones, as well as to test new
regional targets.
Great Bear is a committed partner to all stakeholders, with a
long-term vision of sustainable exploration to advance the Dixie
project in a manner that demonstrates good stewardship of land,
operational excellence and accountability.
Website: www.greatbearresources.ca
Cautionary note regarding forward-looking statements
This release contains certain "forward looking statements" and
certain "forward-looking information" as defined under applicable
Canadian and U.S. securities laws. Forward-looking statements and
information can generally be identified by the use of
forward-looking terminology such as "may", "will", "should",
"expect", "intend", "estimate", "anticipate", "believe",
"continue", "plans" or similar terminology. The forward-looking
information contained herein is provided for the purpose of
assisting readers in understanding management's current
expectations and plans relating to the future. Readers are
cautioned that such information may not be appropriate for other
purposes.
Forward-looking statements relate to future events or future
performance and reflect our expectations or beliefs regarding
future events and the impacts of the ongoing and evolving COVID-19
pandemic. Forward-looking statements include, but are not limited
to statements with respect to the consummation and timing of the
Transaction; the Contingent Consideration; the pro-ration; the
satisfaction of the conditions precedent to the Transaction; the
strengths, characteristics and potential of the Transaction; and
growth potential and expectations regarding the ability to advance
the project. By their very nature, forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause our actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Such factors include, amongst others, the required
court, regulatory and other consents and approvals to effect the
Transaction, the possibility that the Transaction could be
terminated under certain circumstances.
Forward-looking information are based on management of the
parties' reasonable assumptions, estimates, expectations, analyses
and opinions, which are based on such management's experience and
perception of trends, current conditions and expected developments,
and other factors that management believes are relevant and
reasonable in the circumstances, but which may prove to be
incorrect. Such factors, among other things, include: impacts
arising from the global disruption caused by the Covid-19
coronavirus outbreak, business integration risks; fluctuations in
general macroeconomic conditions; fluctuations in securities
markets; fluctuations in spot and forward prices of gold or certain
other commodities; change in national and local government,
legislation, taxation, controls, regulations and political or
economic developments; risks and hazards associated with the
business of mineral exploration, development and mining (including
environmental hazards, industrial accidents, unusual or unexpected
formations pressures, cave-ins and flooding); discrepancies between
actual and estimated metallurgical recoveries; inability to obtain
adequate insurance to cover risks and hazards; the presence of laws
and regulations that may impose restrictions on mining; employee
relations; relationships with and claims by local communities and
indigenous populations; availability of increasing costs associated
with mining inputs and labour; the speculative nature of mineral
exploration and development (including the risks of obtaining
necessary licenses, permits and approvals from government
authorities); and title to properties.
Great Bear undertakes no obligation to update forward-looking
information except as required by applicable law. Such
forward-looking information represents management's best judgment
based on information currently available. No forward-looking
statement can be guaranteed and actual future results may vary
materially. Accordingly, readers are advised not to place undue
reliance on forward-looking statements or information.
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SOURCE Great Bear Resources Ltd.
