Great Bear - Kinross Transaction

Kinross to Acquire Great Bear for C$29.00 per Share, Plus a Contingent Value Right

  • Significant premium of 40% to Great Bear’s 20-day VWAP on the TSX-V for Great Bear shareholders
  • Option to select cash or Kinross common shares as consideration, subject to pro-ration
  • Opportunity for continued economic participation in the future potential of the Dixie project while gaining exposure to Kinross’ diverse portfolio of high-quality operating mines, sector-leading production growth and free cash flow generation in a robust gold price environment
  • Kinross has the technical, development, operating and financial capabilities to advance Dixie as a top growth priority building on and further enhancing its top tier potential
  • Unanimously recommended by Great Bear’s Board of Directors
  • Kinross is committed to the highest standards of ESG and will be a responsible steward for all Dixie stakeholders, continuing the long-term partnership with Wabauskang and Lac Seul First Nations
  • Investor conference call at 5:00 a.m. PST (8:00 a.m. EST) on Thursday, December 9, 2021

December 8, 2021 – Vancouver, British Columbia, Canada – Great Bear Resources Ltd. (the “Company” or “Great Bear”, TSX-V: GBR; OTCQX: GTBAF) today announced that it has entered into a binding agreement (the “Arrangement Agreement”) with Kinross Gold Corporation (“Kinross”, TSX: K; NYSE: KGC) under which Kinross has agreed to acquire all of the outstanding common shares of Great Bear (the “Transaction”).

Under the terms of the Transaction, Great Bear shareholders will receive upfront consideration of approximately C$1.8 billion, representing C$29.00 per Great Bear common share on a fully diluted basis. Great Bear shareholders will be able to elect to receive the upfront consideration as either (i) C$29.00 in cash or (ii) 3.8564 Kinross shares per Great Bear share, both subject to proration. The upfront consideration will be subject to maximum aggregate cash consideration of approximately C$1.4 billion (representing 75% of the upfront consideration) or maximum aggregate shares issuable of 95.8 million[1] (representing 40% of the upfront consideration), depending on the election of Great Bear shareholders. Great Bear shareholders who do not elect cash or Kinross shares will be deemed to have elected to receive cash, subject to pro-ration. The Transaction Price represents a premium of 31% and 40% to the closing price and the volume weighted average price (“VWAP”), respectively, of Great Bear’s shares on the TSX-V for the 20 day period ending December 7, 2021.

Great Bear shareholders 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 share per Great Bear common share which represents approximately C$58.2 million in aggregate consideration, or C$1.00 per Great Bear common share, on a partially diluted[2] basis (based upon the closing price of a Kinross share on the TSX as at December 7, 2021). The contingent consideration will be payable in connection with Kinross’ public announcement of commercial production at the Dixie project, provided that at least 8.5 million gold ounces of measured and indicated mineral resources have been disclosed.

On closing, the Transaction is expected to result in Great Bear shareholders owning approximately 7% of Kinross, on a fully diluted basis, assuming full take-up of the share consideration. Upon satisfaction of the payment conditions under the terms of the CVRs, Great Bear shareholders would own approximately 8% of Kinross, on a fully diluted basis (based upon the number of Kinross shares outstanding following completion of the Transaction).

¹ Aggregate maximum total share consideration includes 15.0 million Kinross Options that will be exchanged for 3.9 million Great Bear Options

² Inclusive of 0.3 million Great Bear Restricted Stock Units and Deferred Share Units

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