VANCOUVER, BC, Feb. 24, 2022 /CNW/ - Great Bear Resources Ltd.
(the "Company" or "Great Bear"), (TSXV: GBR) (OTCQX:
GTBAF) announced today that Kinross Gold Corporation
("Kinross"), (TSX: K) (NYSE: KGC) has completed the
previously announced acquisition of Great Bear by way of a plan of
arrangement (the "Arrangement").
Chris Taylor, President and CEO
of Great Bear said, "After their exciting and rewarding journey
from acquisition through discovery, our shareholders and local
stakeholders are now well positioned to benefit from Kinross'
development and operational expertise. We look forward to
following Kinross' progress as they advance one of Canada's best new gold discoveries towards
what we believe will be one of Canada's best new gold mines. Great
Bear's management would like to thank Perry
English, Rimini Exploration and Consulting, our partners at
the Wabauskang and Lac Seul First Nations, and the people of the
Red Lake region for their years of
cooperation and support."
Under the terms of the Arrangement, Great Bear shareholders
were provided the right to elect to receive C$29.00 in cash for each Great Bear common share
("Great Bear Share") or 3.8564 Kinross common shares
("Kinross Share") per Great
Bear Share, both subject to pro-ration to a maximum cash
consideration of approximately US$1.1
billion (C$1.4 billion) and a
maximum of 80,773,353 Kinross Shares (the "Consideration").
Based on valid elections received by the election deadline, Great
Bear shareholders who elected (or who were deemed to elect) to
receive cash were subject to pro-ration and will receive
approximately C$25.80 in cash and
approximately 0.4257 Kinross Shares per Great Bear Share. Great
Bear shareholders who elected to receive the shares were not
subject to pro-ration.
The Arrangement also includes a payment of contingent
consideration in the form of one contingent value right
("CVR") per Great Bear Share that may be exchanged for
0.1330 of a Kinross Share per Great
Bear Share. 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 8.5 million gold ounces of mineral reserves and
measured and indicated mineral resources are disclosed. The CVRs
are transferable and have a term of 10 years.
In aggregate, Kinross will pay approximately C$1.35 billion in cash and issue
approximately 49.3 million Kinross shares and 59.3 million CVRs to
Great Bear securityholders under the Arrangement.
The shares of Great Bear are expected to be delisted from the
TSX Venture Exchange on or around market close on February 25, 2022. Following the delisting,
Kinross intends to apply for Great Bear to cease to be a reporting
issuer under applicable Canadian securities laws.
Information regarding the procedure for exchange of shares for
the 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.
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 Consideration payable under the
Arrangement, the timing of the delisting of Great Bear Shares; the
contingent consideration; the pro-ration; the strengths,
characteristics and potential of the Arrangement; 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
Arrangement, the possibility that the Arrangement 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.
