Kinross Gold Completes Acquisition of Great Bear Resources
Great Bear Resources has announced that Kinross Gold Corporation has completed the previously announced acquisition of the company by way of a plan of arrangement.
“After their exciting and rewarding journey from acquisition through discovery, our shareholders and local stakeholders are now well positioned to benefit from Kinross’ development and operational expertise,” said Great Bear CEO Chris Taylor in a statement.
“We look forward to following Kinross’ progress as they advance one of Canada’s best new gold discoveries towards what we believe will be one of Canada’s best new gold mines. Great Bear’s management would like to thank Perry English, Rimini Exploration and Consulting, our partners at the Wabauskang and Lac Seul First Nations, and the people of the Red Lake region for their years of cooperation and support,” added Taylor.
Under the terms of the arrangement, Great Bear said that its shareholders were provided the right to elect to receive C$29 in cash for each Great Bear common share or 3.8564 Kinross common shares per Great Bear share, both subject to proration to a maximum cash consideration of approximately US$1.1 billion (C$1.4 billion) and a maximum of 80,773,353 Kinross shares.
Based on valid elections received by the election deadline, Great Bear shareholders who elected (or who were deemed to elect) to receive cash were subject to proration and will receive approximately C$25.80 in cash and approximately 0.4257 Kinross shares per Great Bear share.
Great Bear shareholders who elected to receive the shares were not subject to proration.
The arrangement also includes a payment of contingent consideration in the form of one contingent value right (CVR) per Great Bear share that may be exchanged for 0.1330 of a Kinross share per Great Bear share.
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 8.5 million gold ounces of mineral reserves and measured and indicated mineral resources are disclosed. The CVRs are transferable and have a term of 10 years.
In aggregate, Kinross will pay approximately C$1.35 billion in cash and issue approximately 49.3 million Kinross shares and 59.3 million CVRs to Great Bear security holders under the arrangement.
The shares of Great Bear are expected to be delisted from the TSX Venture Exchange on or around market close on February 25, 2022. Following the delisting, Kinross intends to apply for Great Bear to cease to be a reporting issuer under applicable Canadian securities laws.
Source: Proactive Investors
About Kinross Gold Corporation
Kinross is a Canadian-based senior gold mining company with mines and projects in the United States, Brazil, Russia, Mauritania, Chile, and Ghana. Its focus is on delivering value based on the core principles of operational excellence, balance sheet strength, disciplined growth, and responsible mining.
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