TSX-V: GBR
VANCOUVER, BC, Feb. 14,
2022 /CNW/ - Great Bear Resources Ltd. (the
"Company" or "Great Bear") (TSXV: GBR) (OTCQX: GTBAF)
announced today that the Company's Securityholders (as defined
below) approved the previously announced acquisition of Great Bear
by Kinross Gold Corporation ("Kinross", TSX: K; NYSE: KGC) by way of a
plan of arrangement (the "Transaction") at a special meeting
of Securityholders held earlier today (the "Meeting").
The special resolution approving the Transaction was approved by
(i) 97.80% of the votes cast by Great Bear's shareholders (the
"Great Bear Shareholders") present or represented by proxy
at the Meeting; (ii) 97.98% of the votes cast by Great Bear
Shareholders, optionholders, restricted share unit holders, and
deferred share unit holders of Great Bear (collectively,
"Securityholders"), voting as a single class, present or
represented by proxy at the Meeting; and (iii) 97.71% of votes cast
by Great Bear Shareholders other than votes attached to Great Bear
shares required to be excluded pursuant to Multilateral Instrument
61-101 -- Protection of Minority Security Holders in Special
Transactions.
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, to receive
C$29.00 per Great Bear share in cash
(the " All Cash Consideration") or 3.8564
Kinross shares 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 $1.4 billion and a
maximum of approximately 80.7 million Kinross common shares issued as the Initial
Consideration. Great Bear Shareholders who did not make an election
will receive the All Cash Consideration, subject to pro-ration.
Great Bear Securityholders will also receive contingent
consideration in the form of contingent value rights
("CVRs") 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.
Information regarding the procedure for exchange of shares for
Consideration is provided in the Company's management information
circular dated January 13, 2022,
related to the Meeting (the "Circular"). The Circular and
accompanying letter of transmittal and election form (the
"Letter of Transmittal") are available on SEDAR under the
Company's profile on SEDAR at www.sedar.com and on the Company's
website at
www.greatbearresources.ca/investors/great-bear-kinross-transaction.
Registered Great Bear Shareholders who have not already done so
must complete and sign the Letter of Transmittal and return it,
together with the certificate(s)/DRS advice(s) representing their
shares and any other required documents and instruments, in
accordance with the procedures set out in the Letter of
Transmittal. Non-registered Great Bear Shareholders who hold their
shares through a broker, investment dealer, bank, trust company,
custodian, nominee or other intermediary or depository (each, an
"Intermediary") who have not already submitted a Letter of
Transmittal should contact their Intermediary for instructions and
assistance in receiving the Consideration.
The Transaction remains subject to approval of the Supreme Court
of British Columbia (the
"Court") and the satisfaction of other customary
conditions. On January 2, 2022,
the Commissioner of Competition issued an advance ruling
certificate. The Court hearing for the final order to approve the
Transaction is currently scheduled to take place on February 16, 2022 and closing of the Transaction
is expected to close on or before the end of February 2022. Following completion of the
Transaction, Great Bear's shares are expected to be delisted from
the TSX-V and 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.
Additional information regarding the terms of the Transaction
are set out in the Circular which is available under Great Bear's
profile at www.sedar.com.
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 satisfaction of the conditions precedent to the
Transaction; the strengths, characteristics and potential of the
Transaction; growth potential and expectations regarding the
ability to advance the project, timing, receipt and anticipated
effects of court, regulatory and other consents and
approvals. 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 Arrangement Agreement 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.