Kinross Gold Corporation (TSX:K) entered into a definitive agreement to acquire Great Bear Resources Ltd. (TSXV:GBR) from a group of investors for CAD 1.7 billion on December 8, 2021. Under the terms of the transaction, Kinross has agreed to an upfront payment of approximately CAD 1.8 billion, representing CAD 29 per Great Bear common share on a fully diluted basis. The upfront payment will be payable at the election of Great Bear shareholders in cash and Kinross common shares, subject to a pro-ration, up to aggregate maximums of 75% cash and 40% Kinross shares on a fully diluted basis. 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 agreement also includes a payment of contingent consideration in the form of contingent value rights that may be exchanged for 0.1330 of a Kinross shares per Great Bear common share, providing further potential consideration of approximately CAD 58.2 million based on the closing price for a Kinross share on the Toronto Stock Exchange on 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 are disclosed. Through the transaction, Kinross will acquire Great Bear's flagship Dixie project located in the renowned and prolific Red Lake mining district in Ontario, Canada. Kinross expects to finance the acquisition with existing liquidity, which on September 30, 2021, included cash and cash equivalents of CAD 744.347 million and a CAD 1.905 billion revolving credit facility. In case of termination of the transaction, Great Bear is required to pay a termination fee of CAD 85 million.

The transaction is subject to Great Bear security holder approval, the receipt of Supreme Court of British Columbia approval, regulatory approvals including competition clearances in Canada, and the satisfaction of customary closing conditions. The Board of Directors of Kinross and the Board of Directors of Great Bear have unanimously approved the transaction. Each of the directors and senior officers of Great Bear, and certain shareholders of Great Bear, representing in aggregate approximately 20% of the issued and outstanding Great Bear common shares, have entered into voting support agreements with Kinross and have agreed to vote in favor of the transaction at the special meeting of security holders of Great Bear to be held to consider the transaction. On January 2, 2022, the Commissioner of Competition issued an advance ruling certificate. Shareholders of Great Bear will hold a special meeting on February 14, 2022, to approve the transaction. Great Bear's securityholders approved the acquisition at a special meeting of securityholders held on February 14, 2022. The Court hearing for the final order to approve the transaction is currently scheduled to take place on February 16, 2022. Kinross received final court approval on February 16, 2022. The transaction is expected to close in Q1 2022. As of February 14, 2022, the transaction is expected to close on or before the end of February 2022. As of February 16, 2022, the transaction is expected to close next week. As of February 17, 2022, the transaction is expected to close on or about February 24, 2022.

Tom Jakubowski, David Sadowski, Mark Silvestre, Matt Reimer, Thomas Tran and Tony Huang from Investment Banking of Canaccord Genuity Corp. and Trinity Advisors Corporation are acting as financial advisors while James Brown, Brett Anderson, Doug Bryce, Patrick Marley, Richard King, Damian Rigolo, Shuli Rodal, Jonathan Marin, and Patrick Welsh of Osler, Hoskin & Harcourt LLP are acting as legal advisors to Kinross. CIBC World Markets Inc. and GenCap Mining Advisory Ltd. are acting as co-advisors to Great Bear provided fairness opinion to the Great Bear Board, and Sean Boyle of Blake, Cassels & Graydon LLP is acting as Great Bear's legal counsel. BMO Capital Markets is acting as financial advisor to the Special Committee and provided fairness opinion to the Special Committee and Board of Great Bear. Cormark Securities Inc. provided capital markets advice to Great Bear. Computershare Trust Company of Canada acted as transfer agent to Great Bear. Laurel Hill Advisory Group acted as proxy solicitation agent to Great Bear at an advisory fee of CAD 0.1 million plus a CAD 0.15 million success fee if the arrangement resolution receives the required securityholder approval, in addition to certain out-of-pocket expenses.