![]() ![]() "As a senior gold producer, Kinross has the financial strength, technical expertise, and commitment to the highest ESG practices to advance the Dixie project at the pace and scale that this industry-leading discovery deserves. Kinross' Canadian identity and headquarters in Ontario will facilitate close ties between the Company and the Dixie project's local communities, which will help to maximize benefits to the area, including employment and training. "The Transaction delivers a compelling premium for Great Bear's shareholders, reflecting the top tier nature of the Dixie project, while offering beneficial exposure as Kinross shareholders to a high-quality operating portfolio and growing production base. Upon satisfaction of the payment conditions under the terms of the CVRs, Great Bear shareholders would own approximately 8% of Kinross, on a fully diluted basis (based upon the number of Kinross shares outstanding following completion of the Transaction).Ĭhris Taylor, President and CEO of Great Bear said: "The acquisition of Great Bear by Kinross is an outstanding opportunity for our shareholders, partners at Wabauskang and Lac Seul First Nations, and the local communities of Northern Ontario. 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 /CNW/ - Great Bear Resources Ltd. Kinross is committed to the highest standards of ESG and will be a responsible steward for all Dixie stakeholders, continuing the long-term partnership with Wabauskang and Lac Seul First Nations.Unanimously recommended by Great Bear's Board of Directors.Kinross has the technical, development, operating and financial capabilities to advance Dixie as a top growth priority building on and further enhancing its top tier potential.Opportunity for continued economic participation in the future potential of the Dixie project while gaining exposure to Kinross' diverse portfolio of high-quality operating mines, sector-leading production growth and free cash flow generation in a robust gold price environment.Option to select cash or Kinross common shares as consideration, subject to pro-ration.Significant premium of 40% to Great Bear's 20-day VWAP on the TSX-V for Great Bear shareholders. ![]()
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