The Transaction remains subject to the satisfaction of customary closing conditions and is expected to close on or about February 24, 2022
Great Bear obtains final order for plan of arrangement from the Supreme Court of British Columbia. (Credit: holzijue from Pixabay)
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.
Source: Company Press Release