TSX-V: GBR
VANCOUVER, BC,
Information about the Meeting and Receipt of Interim Court Order
Due to the ongoing public health concerns related to the COVID-19 pandemic, and in order to ensure the health and well-being of our Securityholders, employees, communities and other stakeholders, the Meeting will be conducted virtually via live audio webcast, using the Summit meeting platform at https://meetnow.global/MCZJJLW. Registered Securityholders and duly appointed proxyholders will be able to vote in real time and ask questions at the Meeting by following the instructions set out in the Circular. Beneficial Securityholders who have not duly appointed themselves as proxyholders may attend the Meeting as guests. Guests may listen but cannot vote at the Meeting or ask questions. Securityholders should closely review the Meeting Materials to ensure that they are able to cast their vote at and participate in the Meeting.
On
The Meeting Materials contain important information regarding the Transaction, how Securityholders can participate and vote at the Meeting, the background that led to the Transaction and the reasons for the unanimous determinations of the special committee of independent directors of the Company (the "Special Committee") as well as the board of directors of the Company (the "Board") that the Transaction is in the best interests of the Company and is fair to Shareholders. Securityholders should carefully review all of the Meeting Materials as they contain important information concerning the Transaction and the rights and entitlements of Securityholders thereunder. The Meeting Materials have been filed by the Company on SEDAR and are available under the Company's profile at www.sedar.com.
Transaction Details
Under the terms of the Transaction,
In order to make a valid election, registered Securityholders must duly complete, execute and return the letter of transmittal and election form enclosed with the Meeting Materials in accordance with the instructions contained therein by
The Consideration represents a premium of 31% and 40% to the closing price and the volume weighted average price ("VWAP"), respectively, of
The Arrangement Agreement provides for customary deal-protection provisions, including a non-solicitation covenant on the part of
Reasons for the Arrangement
In evaluating and unanimously approving the Arrangement, the Special Committee and the Board gave careful consideration to the current position and condition and the expected and potential future position and condition of the business of the Company, and all terms of the Arrangement Agreement, including the conditions precedent, representations and warranties and deal protection provisions. The Special Committee and the Board considered a number of factors including, among others, the following:
- Significant Premium to Great Bear Shareholders – The Consideration represents a premium of 31% and 40% to the closing price and the 20-day VWAP, respectively, of
Great Bear's shares on the TSXV as atDecember 7, 2021 . The total equity value of the Consideration pursuant to the Arrangement are approximately$1.8 billion on a fully diluted basis and$58.2 million on a partially diluted basis, respectively (based on the closing price ofKinross Shares on the TSX onDecember 8 , 2021). - Optionality for Great Bear Shareholders – The
Great Bear shareholders have the option to receive either (a)$29.00 in cash for eachGreat Bear share held or (b) 3.8564 Kinross shares for eachGreat Bear share held, subject to pro-ration. - Ability to Participate in Future Potential Growth of Combined Entity – By having the ability to elect to receive
Kinross Shares under the Arrangement, and the issuance of CVRs under the Arrangement,Great Bear shareholders will have an opportunity to retain exposure to theDixie Project , while gaining exposure to Kinross's diversified 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 theDixie Project , as a top growth priority, from exploration to development, building on and further enhancing its top tier potential. - Benefits to Local Stakeholders – Kinross' history of strong Indigenous community relationships and industry recognition as a leader in sustainability and environmental stewardship, along with its Canadian identity and headquarters in
Ontario will facilitate close ties between the Combined Company and theDixie Project's local communities, including the Wabauskang andLac Seul First Nations , which will help to maximize lasting sustainable socio-economic benefits to their local communities and the local area. - Business and Industry Risks – The business, operations, assets, financial condition, operating results and prospects of
Great Bear are subject to significant uncertainty, including (but not limited to) risks associated withGreat Bear's dependency on theDixie Project , its only material property, for its future operating revenue, permitting and regulatory approvals, exploration and development risks and commodity price and inflation risks. The Board concluded that the Consideration under the Arrangement is more favourable to Great Bear Shareholders than continuing withGreat Bear's current business plan, including the inherent risks associated with ownership of a single-asset mining company, after taking into account the potential for such business plan to generate value forGreat Bear shareholders through the continued exploration and potential development of GreatBear's Dixie Project andGreat Bear's other exploration assets.
Board Recommendation
The Board unanimously recommends that the Securityholders vote FOR the Arrangement Resolution.
Pursuant to the Interim Order, the record date for the Meeting is
In order to become effective, the Arrangement must be approved by at least (i) 66⅔% of the votes cast by
Subject to obtaining approval of the Transaction at the Meeting, and the satisfaction of the other customary conditions to completion of the Transaction contained in the Arrangement Agreement, including final approval of the Court and certain regulatory approvals, all as more particular described in the Meeting Materials, the Transaction is expected to close in the first quarter of 2022.
On
Securityholder Questions
Securityholders who have questions or need assistance with voting their
North American Toll-Free Number: 1-877-452-7184
Outside of North America Collect Calls Number: 416-304-0211
Email: assistance@laurelhill.com
Advisors and Counsel
About
Cautionary note regarding forward-looking statements
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian and
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; approval by
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.
View original content to download multimedia:https://www.prnewswire.com/news-releases/great-bear-announces-the-filing-of-its-management-information-circular-in-connection-with-its-special-meeting-to-approve-acquisition-by-kinross-301465492.html
SOURCE
© Canada Newswire, source