![]() ![]() 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. 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. 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 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 who do not elect cash or Kinross shares will be deemed to have elected to receive cash, subject to pro-ration. 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 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. 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. ![]() (the "Company" or "Great Bear", (TSXV: 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"). ![]() 8, 2021 /PRNewswire/ - Great Bear Resources Ltd. ![]()
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